Astra Microwave Products Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

FINANCIAL RESULTS
STANDALONE:

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

The Financial Summary Rupees in Lakhs

Particulars	March 31, 2025 (IND AS)	March 31, 2024 (IND AS)
Total Revenue	1,04,423.39	90,425.73
Profit before finance cost, depreciation and tax expense	28,439.20	20,585.16
Finance cost	5,629.76	2,962.20
Profit before depreciation and tax expense	22,809.44	17,622.96
Depreciation	3,465.37	2,457.79
Profit before tax expense	19,344.07	15,165.17
Tax expense	5,005.53	3,866.10
Net Profit for the year	14,338.54	11,299.07
Other Comprehensive Income	(234.35)	(83.02)
Total Comprehensive Income	14,104.19	11,216.05
Retained earnings brought forward from earlier year	58,928.03	49,231.10
Retained earnings available for appropriation	73,032.22	60,447.15

CONSOLIDATED:

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

The Financial Summary Rupees in Lakhs

Particulars	March 31, 2025 (IND AS)	March 31, 2024 (IND AS)
Revenue from operations	1,05,117.92	90,882.02
Profit before finance cost, depreciation, share of profit of associates, exceptional items and tax expense	28,655.27	20,327.00
Finance cost	5,712.61	3,131.12
Profit before depreciation, share of profit of associates, exceptional items and tax expense	22,942.66	17,195.88
Depreciation and amortisation	3,504.39	2,497.22
Profit before share of profit of associates, exceptional items and tax expenses	19,438.27	14,698.66
Share of profit of associates	935.30	1,202.68
Profit before exceptional items and tax expenses	20,373.57	15,901.34
Exceptional items	0	0
Profit before tax expense	20,373.57	15,901.34
Tax expense	5,022.69	3,794.71

Particulars	March 31, 2025 (IND AS)	March 31, 2024 (IND AS)
Profit after tax expense Non-controlling interests Profit after tax expense after non-controlling interests Other comprehensive Income Total Comprehensive Income Add: Surplus at the beginning of the year Less; Adjustment to the surplus at the beginning of the year (IND AS 115 and others) Total available for appropriation	15,350.88 0	12,106.63 0
	15,350.88	12,106.63
	(223.49) 15,127.39 58,648.08 0	(50.31) 12,056.32 48,119.43 0
	73775.47	60,175.75

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

State of the Company''s Affairs:

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

Material change and commitment

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

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

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

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

Details of utilization of funds raised through Qualified
Institutional Placement:

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

However, the proceeds from the Qualified Institutions
Placement, raised on 5^th 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

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

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

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

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

Listing of Equity Shares:

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

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

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

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

Subsidiary Companies, Associates and Joint Ventures

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

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

Consolidated Financial Statements

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

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

Number of Meetings of the Board of Directors

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

Management Discussion and Analysis

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

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

Directors Responsibility Statement

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

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

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

ii) The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at March 31, 2025 and of Profit and Loss Account of the
Company for that period;

iii) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

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

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

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

Nomination and Remuneration Committee

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

Brief description of terms of reference:

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

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

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

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

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

c. consider the time commitments of the candidates.

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

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

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

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

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

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

Nomination and Remuneration Policy

The objectives of the Policy

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

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

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

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

The details of the meetings of the Nomination and

Remuneration Committee convened during the financial year

2024-25 are given in the Corporate Governance Report which

forms part of this Annual Report.

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

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

Related Party Transactions

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

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

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

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

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

Corporate Social Responsibility (CSR)

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

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

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

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

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

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

Attendance at the Corporate Social Responsibility Committee Meetings:

Name of the Director	Category	Number of Meetings Held Attended
Mr. S. Gurunatha Reddy	Chairman	1 1
Dr. M. V. Reddy	Member	1 1
Dr. Avinash Chander	Member	1 1
Mr. Atim Kabra	Member	1 1

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

The Board of Directors of the Company have re-constituted on
27^th 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 9^th
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 26^th 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 22^nd May, 2025 due to his pre-occupation. The
Board places on record its deep appreciation for the valuable
services rendered by him to the Board and to the Company
during his tenure.

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

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

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

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

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

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

Key Managerial Personnel

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

Mr. Benarji Mallampati, DGM-CFO has retired on 9^th April, 2025
upon reaching the age of superannuation and Mr. Rahul Rungta
was appointed as a CFO of the Company with effect from 10^th
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 31^st 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 36^th AGM by the Members.

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

Internal Auditors

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

Cost Auditors

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

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

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

Secretarial Auditor Report

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

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

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

Annual Secretarial Compliance Report

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

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

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

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

Investor Education and Protection Fund (IEPF)

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

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

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

Audit Committee

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

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

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

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

Corporate Governance

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

Vigil Mechanism / Whistle Blower Policy

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

Prevention of Insider Trading

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

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

Statement of particulars of appointment and
remuneration of managerial personnel

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

Insurance

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

Internal Financial Controls

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

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

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

Change in the nature of business

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

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

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

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

Human Resources

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

Environment, Health and Safety

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

Prevention of Sexual Harassment

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

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

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

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

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

Maternity Benefit Act:

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

Compliance with Secretarial standards

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

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

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

S. No.	Particulars	Status of the No. of complaints received and disposed of
1.	Number of complaints on Sexual harassment received	Nil
2.	Number of Complaints disposed off during the year	Not Applicable
3.	Number of cases pending for more than ninety days	Not Applicable
4.	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees
5.	Nature of action taken by the employer or district officer	Not Applicable

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

Annual Return

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

Risk Management

The Risk Management Committee consists of the following
Directors during the financial year 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

---

Mar 31, 2024

Your Directors have pleasure in presenting the 33^rd Annual Report of your Company together with the Audited Financial Statements including Consolidated Accounts for the financial year ended March 31,2024.

FINANCIAL RESULTS STANDALONE:

The Standalone performance for the Financial Year ended March 31,2024 is as under:

The Financial Summary ^Rupee^s in i_^akhs

Particulars	March 31, 2024 (IND AS)	March 31, 2023 (IND AS)
Total Revenue	90,425.73	80,727.25
Profit before finance cost, depreciation and tax expense	20,585.16	15,520.16
Finance cost	2,962.20	2,903.47
Profit before depreciation and tax expense	17,622.96	12,616.69
Depreciation	2,457.79	2,326.06
Profit before tax expense	15,165.17	10,290.63
Tax expense	3,866.10	2,625.88
Net Profit for the year	11,299.07	7,664.75
Other Comprehensive Income	(83.02)	(118.41)
Total Comprehensive Income	11,216.05	7,546.34
Retained earnings brought forward from earlier year	49,231.10	42,897.32
Retained earnings available for appropriation	60,447.15	50,443.66

CONSOLIDATED:

The Consolidated performance under IND AS for the Financial Year ended March 31, 2024 is as under:

The Financial Summary ^Rupee^s m _^akhs

Particulars	March 31, 2024 (IND AS)	March 31, 2023 (IND AS)
Revenue from operations	90,882.02	81,551.57
Profit before finance cost, depreciation, share of profit of associates, exceptional items and tax expense	20,327.00	15,308.86
Finance cost	3,131.12	3,052.31
Profit before depreciation, share of profit of associates, exceptional items and tax expense	17,195.88	12,256.55
Depreciation and amortisation	2,497.22	2,365.25
Profit before share of profit of associates, exceptional items and tax expenses	14,698.66	9,891.30
Share of profit of associates	1,202.68	(296.55)
Profit before exceptional items and tax expenses	15,901.34	9,594.75
Exceptional items	0	0
Profit before tax expense	15,901.34	9,594.75

Particulars	March 31, 2024	March 31, 2023
	(IND AS)	(IND AS)
Tax expense	3,794.71	2,611.80
Profit after tax expense	12,106.63	6,982.95
Non-controlling interests	0	0
Profit after tax expense after non-controlling interests	12,106.63	6,982.95
Other comprehensive Income	(50.31)	(66.81)
Total Comprehensive Income	12,056.32	6,916.14
Add: Surplus at the beginning of the year	48,119.43	42,468.04
Less; Adjustment to the surplus at the beginning of the year (IND AS 115 and others)	0	0
Total available for appropriation	60,175.75	49,384.18

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

State of the Company''s Affairs:

During the period under review, the Company has achieved revenue of Rs. 90,425.73 Lakhs and net profit of Rs. 11,299.07 Lakhs on a standalone basis. During the same period, the Company has achieved revenue of Rs. 90,882.02 Lakhs and net profit of Rs. 12,106.63 Lakhs on a consolidated basis.

Details of utilization of funds raised through Qualified Institutional Placement:

During the financial year 2023-24, the Company on May 5, 2023 issued and allotted an aggregate of 83,33,333 fully paid equity shares of face value Rs. 2 each of the company to Qualified Institutional Buyers (QIB''s) at the issue price of Rs. 270.00 per equity share, (including a premium of Rs. 268.00 per equity share) aggregating to Rs. 225 crores.

The proceeds of funds raised under Qualified Institutional Placement of the Company are planned to be utilized as per Objects of the Issue. The disclosure in compliance with the Regulation 32 (7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the details of utilization of proceeds from QIP, net of QIP expenses (inclusive of GST) are as follows:

Amount (Rs. in Crores)

Objects of the issue as per Placement Document	Amount to be utilised as per Placement Document	Utilization upto March 31,2024	Balance as on March 31,2024
Repayment of working capital loans	170.00	170.00	Nil
General Corporate Purposes (GCP)	45.67	1.89	43.78

Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of Rs.43.78 crores is unutilized as on March 31,2024.

Share Capital

The paid-up share capital of the Company as on March 31,2024 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 @ 100 % on the paid up Equity Share Capital of the Company i.e., Rs.2.00/- per equity share on face value of Rs.2/-each, for the financial year ended 31^st March, 2024.

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 2023-24 in the Retained Earnings.

Credit Rating

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

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

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

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

Listing of Equity Shares:

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

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

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

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2023-24.

Subsidiary Companies, Associates and Joint Ventures

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

Your Company does not have any material subsidiary as on 31^st March 2024.

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

Seven (7) meetings of the Board of Directors were held during the financial year 2023-24. 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 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, 2024 and of Profit and Loss Account of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the financial year ended March 31, 2024 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 presently consists of the following Directors namely Mrs.Kiran

Dhingra, IAS (Retd.), Chairperson, Dr.Avinash Chander and

Mr.P.A.Chitrakar as Members.

Brief description of terms of reference:

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

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

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

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

c. consider the time commitments of the candidates.

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

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

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

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

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

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

Nomination and Remuneration Policy

The objectives of the Policy

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

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

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

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

The details of the meetings of the Nomination and Remuneration Committee convened during the financial year 2023-24 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 2023-24 are given in Note 4 and 34 of the Notes to the financial statements.

Transactions with Related Parties

All related party transactions entered into during FY 2023-24 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, 2024 in prescribed Form AOC-2 is annexed to this Board''s Report as Annexure - 2.

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 presently 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 July 14, 2023.

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

Astra Foundation

Astra Foundation was established under Section 8 of the Companies Act, 2013 as a Non-Profit Organisation on 9^th July, 2016, as a 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 destitutes.

The wholly owned subsidiary i.e., Astra Foundation has not carried out any activities during the financial year under review.

Mechanism for Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 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 analyzed by an independent consultant, 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.S.Gurunatha Reddy, Director (DIN: 00003828) and Mr. Atim Kabra, Director (DIN:00003366) retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

The Board of Directors of the Company at their meeting held on September 22, 2023 has appointed Mr.Suresh Kumar Somani (DIN: 00031096) as an Additional Director (Non-Executive Director) w.e.f September 22, 2023, who holds office upto the ensuing Annual General Meeting. The Board, based on the recommendation of the Nomination and Remuneration Committee considered the appointment of Mr.Suresh Kumar Somani (DIN: 00031096) as a Non-Executive Director subject to the approval of the shareholders. On November 4, 2023,

the Shareholders of the Company, by way of a postal ballot, approved the appointment of Mr.Suresh Kumar Somani as a Non-Executive Director of the company.

The Board of Directors of the Company at their meeting held on September 22, 2023 has appointed Mr.Sengottaiyan Varadarajan, (DIN: 10328160) as an Additional Director (Independent Director) w.e.f September 22, 2023, who holds office upto the ensuing Annual General Meeting. The Board, based on the recommendation of the Nomination and Remuneration Committee considered the appointment of Mr.Sengottaiyan Varadarajan, (DIN: 10328160) as an Independent Director subject to the approval of the shareholders. On November 4, 2023, the Shareholders of the Company, by way of a postal ballot, approved the appointment of Mr.Sengottaiyan Varadarajan as an Independent Director of the company for a term of three consecutive years commencing from September 22, 2023 up to September 21, 2026 and not liable to retire by rotation. The Company has received declaration from Mr.Sengottaiyan Varadarajan that he fulfills the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of the Listing Regulations (including statutory re-enactment thereof for the time being in force).

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

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

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

Key Managerial Personnel

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

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, 2024:

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 FY2023-24.

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 31^st 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 36^th AGM by the Members.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31, 2024 is unmodified i.e.,

it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements forming part of the annual report.

Internal Auditors

The Board of Directors of the Company have appointed M/s. Kirtane & Pandit LLP, Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company for the financial year ended March 31,2024.

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, 2024. 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 2023- 24.

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

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. L. Dhanamjay Reddy, Practising Company Secretary, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed herewith as ''Annexure - 4B''.

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

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

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

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, unclaimed dividend amount of Rs.18,67,561/- (Rupees Eighteen lakhs sixty seven thousand five hundred sixty one only) of the Company for the Financial Year ended March 31, 2016 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 71,197 equity shares were transferred to IEPF.

The Company has transferred an amount of Rs.9,19,890/-(Rupees Nine lakhs nineteen thousand eight hundred ninety only) towards dividend to IEPF on the shares which were already transferred to IEPF

Audit Committee

The Audit Committee presently consists of the following Directors namely Mrs. Kiran Dhingra, IAS (Retd.), Chairperson, Dr. Avinash Chander and Mr. S. Gurunatha Reddy as members of the Committee.

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

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

The terms and reference of Audit Committee and details of the meetings of the Audit committee held during the financial year 2023-24 and the attendance of members are provided in the Corporate Governance Report, which forms part of this Annual Report.

Corporate Governance

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

Vigil Mechanism / Whistle Blower Policy

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

Prevention of Insider Trading

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr.T.Anjaneyulu,

G.M - 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 incorporated Astra Space Technologies Private Limited, Hyderabad, a Wholly Owned Subsidiary Company.

Change in the nature of business

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

Material change and commitment

There are no Material changes and commitments affecting the financial position of the Company which occurred between the financial year ended March 31, 2024 to which the financial statements relates and the date of signing of this Report.

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

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

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

Human Resources

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

Environment, Health and Safety

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

Policy on 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.

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:

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-today 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, 2024 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 M.V. Reddy

Place: Hyderabad Managing Director Joint Managing Director

Date: July 17, 2024 DIN: 00003828 DIN: 00421401

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Mar 31, 2023

Your Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Financial Statements including Consolidated Accounts for the financial year ended March 31,2023.

FINANCIAL RESULTS STANDALONE:

The Standalone performance for the Financial Year ended March 31,2023 is as under:

The Financial Summary

Rupees in Lakhs
Particulars		March 31,2023	March 31,2022
Total Revenue		81,293.78	74,225.96
Profit before finance cost, depreciation and tax expense		15,520.16	9,421.34
Finance cost		2,903.47	1,986.86
Profit before depreciation and tax expense		12,616.69	7,434.48
Depreciation		2,326.06	2,160.60
Profit before tax expense		10,290.63	5,273.88
Tax expense		2,625.88	1,245.26
Net Profit for the year		7,664.75	4,028.62
Other Comprehensive Income		(118.41)	(72.25)
Total Comprehensive Income		7,546.34	3,956.37
Retained earnings brought forward from earlier year		42,897.32	39,980.28
Retained earnings available for appropriation		50,443.66	43,936.65
CONSOLIDATED: The Consolidated performance for the Financial Year ended March 31,2023 is as under: The Financial Summary Rupees in Lakhs
Particulars	March 31,2023		March 31, 2022
Revenue from operations	81,551.57		75,046.31
Profit before finance cost, depreciation, share of profit of associates, exceptional items and tax expense	15,308.86		9,559.35
Finance cost	3,052.31		2,108.90
Profit before depreciation, share of profit of associates, exceptional items and tax expense	12,256.55		7,450.45
Depreciation and amortisation	2,365.25		2,204.15
Profit before share of profit of associates, exceptional items and tax expenses	9,891.30		5,246.30
Share of profit of associates	(296.55)		(225.15)
Profit before exceptional items and tax expenses	9,594.75		5,021.15
Exceptional items	0		0
Profit before tax expense	9,594.75		5,021.15

Tax expense	2,611.80	1,234.08
Profit after tax expense	6,982.95	3,787.07
Non-controlling interests	0	0
Profit after tax expense after non-controlling interests	6,982.95	3,787.07
Other comprehensive Income	(66.81)	(59.44)
Total Comprehensive Income	6,916.14	3,727.63
Add: Surplus at the beginning of the year	42,468.04	37,792.42
Less: Adjustment to the surplus at the beginning of the year (IND AS 115 and others)	0	0
Total available for appropriation	49,384.18	41,520.05

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

State of the Company’s Affairs:

During the period under review, the Company has achieved revenue of Rs.807,27,24,113/- and net profit of Rs.76,64,72,390/- on a standalone basis. During the same period, the Company has achieved revenue of Rs.815,51,55,798/- and net profit of Rs.69,82,93,085/- on a consolidated basis.

Material change and commitment affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report:

The Company on May 5, 2023 made an allotment of 83,33,333 equity shares of face value Rs. 2 each at a price of Rs. 270 per equity share, including a premium of Rs. 268 per equity share on the Floor Price amounting to Rs. 268 per equity share, aggregating to Rs. 225 crores to Qualified Institutional Buyers pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

In view of the above, the paid-up share capital of the Company increased from Rs.17,32,23,350/- divided into 8,66,11,675 equity shares of face value Rs. 2/- per share, to Rs. 18,98,90,016/- divided into 9,49,45,008 equity shares of face value Rs. 2/- per share.

Share Capital

As on the date of this report, consequent to allotment made to Qualified Institutional Buyers on May 5, 2023, the paid-up share capital of the Company is Rs. 18,98,90,016/- divided into 9,49,45,008 equity shares of face value of Rs. 2/- per share.

Re-classification of Promoter & Promoter Group category to Public category

After the approval of the members of the company in the previous annual general meeting held on August 22, 2022 and further documents submitted to Stock Exchange, company got approval letter for re-classification of promoters under regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide BSE Letter No. LIST/COMP/HN/480/2022-23 dated January 31,2023 and NSE Letter No. NSE/LIST/C/2022/244 dated January 31,2023.

Dividend

The Board of Directors of your Company recommend a final dividend @ 80 % on the paid up Equity Share Capital of the Company i.e., Rs.1.60/- per equity share on face value of Rs.2 each, for the financial year ended 31st March, 2023.

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://website.astramwp.com/admin/assets/uploads/reports/5175Dividend_Policy.pdf

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in the Retained Earnings. Credit Rating

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

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

b) Short-Term bank facilities: “CRISIL A1”

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

Listing of Equity Shares:

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

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

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

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2022-23. Subsidiary Companies, Associates and Joint Ventures

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

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

Six (6) meetings of the Board of Directors were held during the financial year 2022-23. 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 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 31,2023 and of Profit and Loss Account of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the financial year ended March 31, 2023 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 presently consists of the following Directors namely Mrs.Kiran

Dhingra, IAS (Retd.), Chairperson, Dr.Avinash Chander and Mr.P.A.Chitrakar as Members.

Brief description of terms of reference:

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

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

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

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

c. consider the time commitments of the candidates.

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

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

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

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

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

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

Nomination and Remuneration Policy

The objectives of the Policy

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

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

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

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

The details of the meetings of the Nomination and Remuneration Committee convened during the financial year 2022-23 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 2022-23 are given in Note 3 and 33 of the Notes to the financial statements.

Transactions with Related Parties

All related party transactions entered into during FY 2022-23 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 31,2023 in prescribed Form AOC-2 is annexed to this Board’s Report as Annexure - 2.

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://website.astramwp.com/admin/assets/uploads/reports/2394Astra CSR Policy 25.05.2022. pdf

The Board of Directors of the Company have constituted a Corporate Social Responsibility Committee presently consisting of following Directors namely Mr. S. Gurunatha Reddy, Chairman, Dr. M. V. Reddy, and Dr. Avinash Chander 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 July 15, 2022. 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

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 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 destitutes.

The wholly owned subsidiary i.e., Astra Foundation has not carried out any activities during the financial year under review.

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 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 analyzed by an independent consultant, 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. P.A.Chitrakar, Director (DIN: 00003213) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

Mr.S.Gurunatha Reddy (DIN: 00003828) was appointed as the Managing Director of the Company for a term upto April 29, 2023. Based on the recommendation of the NRC, the Board of Directors, at its meeting held on December 9, 2022, re-appointed Mr.S.Gurunatha Reddy as the Managing Director for a further period effective April 30, 2023 upto April 29, 2027, subject to approval of the shareholders. On February 14, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr.S.Gurunatha Reddy as Managing Director for the above-mentioned tenure.

Dr.M.V.Reddy (DIN: 00421401) was appointed as the Joint Managing Director of the Company for a term upto April 29, 2023. Based on the recommendation of the NRC, the Board of Directors, at its meeting held on December 9, 2022, re-appointed Dr.M.V.Reddy as the Joint Managing Director for a further period effective April 30, 2023 upto April 29, 2028, subject to approval of the shareholders. On February 14, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Dr.M.V.Reddy as Joint Managing Director for the above-mentioned tenure.

Mr. Atim Kabra (DIN:00003366), was appointed as Non-Executive Director of the Company with effect from August 14, 2019. Based on the recommendation of the NRC, the Board of Directors, at its meeting held on December 9,

2022, appointed Mr. Atim Kabra, Non-Executive Director as Whole Time Director for a period of five (5) years with effect from January 1,2023 upto December 31,2027, subject to approval of the shareholders. On February 14,

2023, the Shareholders of the Company, by way of a postal ballot, approved the appointment of Mr. Atim Kabra as Whole Time Director for the above-mentioned tenure.

During the year under review, Mr. Sunil Kumar Sharma, Independent Director resigned from the directorship of the Company with effect from December 10, 2022 owing to health problem. The Board places on record its deep appreciation for the valuable services rendered by him to the Board and the Company during his tenure.

Dr. Avinash Chander was appointed as Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 5 years and will hold office upto January 28, 2023. Considering his knowledge, expertise and experience in his field and the substantial contribution made by the director during his tenure as an Independent Director since his appointment, the Nomination and Remuneration Committee and the Board has recommended the re-appointment of Dr. Avinash Chander as Independent Director on the Board of the Company, to hold office for the second term of five consecutive years commencing from January 29, 2023 up to January 28, 2028 and not liable to retire by rotation. The Company has received declaration from Dr. Avinash Chander that he continue to fulfil 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.

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

Key Managerial Personnel:

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

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.

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 31^st 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 36^th AGM by the Members.

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31,2023 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

Internal Auditors

The Board of Directors of the Company have appointed M/s. Kirtane & Pandit LLP, Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company for the financial year ended March 31,2023.

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. DZR & Co., (FRN: 000173), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended March 31, 2023. 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 2022- 23.

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

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. L. Dhanamjay Reddy, Practising Company Secretary, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed herewith as ‘Annexure - 4B’.

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

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

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

Audit Committee

The Audit Committee presently consists of the following Directors namely Dr. Avinash Chander, Chairman, Mr. S. Gurunatha Reddy and Mrs. Kiran Dhingra, IAS (Retd.) as members of the Committee.

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

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

The terms and reference of Audit Committee and details of the meetings of the Audit committee held during the financial year 2022-23 and the attendance of members are provided in the Corporate Governance Report, which forms part of this Annual Report.

Corporate Governance

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

Vigil Mechanism / Whistle Blower Policy

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

Prevention of Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr.T.Anjaneyulu, G.M - 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 Financial year, no Company has become or ceased to be Company’s Subsidiary, Joint Venture or Associate Company.

Change in the nature of business

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

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

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

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

Human Resources

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

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

Policy on 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.

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/wp-content/uploads/2023/07/ASTRA-Form MGT 7-31.03.23.pd.

Risk Management

The Risk Management Committee consists of the following Directors:

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, 2023 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.

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 M.V. Reddy

Managing Director Joint Managing Director

DIN: 00003828 DIN:00421401

Place: Hyderabad Date: July 14, 2023

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Mar 31, 2022

Your Directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Financial Statements including Consolidated Accounts for the financial year ended March 31,2022.

FINANCIAL RESULTS STANDALONE (IND AS):

The Standalone performance under IND AS for the Financial Year ended March 31,2022 is as under:

The Financial Summary

Rupees in Lakhs
Particulars	March 31,2022 (IND AS)	March 31, 2021 (IND AS)
Total Revenue	74,225.96	60,081.57
Profit before finance cost, depreciation and tax expense	9,421.34	7,585.59
Finance cost	1,986.86	2,142.79
Profit before depreciation and tax expense	7,434.48	5,442.80
Depreciation	2,160.60	2,307.01
Profit before tax expense	5,273.88	3,135.79
Tax expense	1,245.26	742.60
Net Profit for the year	4,028.62	2,393.19
Other Comprehensive Income	(72.25)	14.17
Total Comprehensive Income	3,956.37	2,407.36
Retained earnings brought forward from earlier year	39,980.28	38,612.26
Retained earnings available for appropriation	43,936.65	41,019.62
CONSOLIDATED:
The Consolidated performance under IND AS for the Financial Year ended March 31,2022 is as under:
The Financial Summary		Rupees in Lakhs
Particulars	March 31,2022 (IND AS)	March 31, 2021 (IND AS)
Revenue from operations	75,046.31	64,091.22
Profit before finance cost, depreciation, share of profit of associates, exceptional items and tax expense	9,559.35	8,804.94
Finance cost	2,108.90	2,312.40
Profit before depreciation, share of profit of associates, exceptional items and tax expense	7,450.45	6,492.54
Depreciation and amortisation	2,204.15	2,354.11
Profit before share of profit of associates, exceptional items and tax expenses	5,246.30	4,138.43
Share of profit of associates	(225.15)	(283.80)
Profit before exceptional items and tax expenses	5,021.15	3,854.63
Exceptional items	-	-
Profit before tax expense	5,021.15	3,854.63
Tax expense	1,234.08	969.46
Profit after tax expense	3,787.07	2,885.17
Non-controlling interests	-	-
Profit after tax expense after non-controlling interests	3,787.07	2,885.17
Other comprehensive Income	(59.44)	9.59
Total Comprehensive Income	3,727.63	2,894.76
Add: Surplus at the beginning of the year	37,792.42	37,931.04
Less: Adjustment to the surplus at the beginning of the year (IND AS 115 and others)	-	-
Total available for appropriation	43,520.05	40,825.80

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

State of the Company’s Affairs:

During the period under review, the Company has achieved revenue of Rs.742,25,96,069/- and net profit of Rs.40,28,64,064/- on a standalone basis. During the same period, the Company has achieved revenue of Rs.750,46,31,110/- and net profit of Rs.37,87,06,042/- on a consolidated basis.

Share Capital

The Paid-up Share capital of the Company as on March 31, 2022 is Rs.17,32,23,350/- divided into 8,66,11,675 equity shares of Rs.2/- each fully paid up.

Dividend

The Board of Directors of your Company recommend a final dividend @ 70 % on the paid up Equity Share Capital of the Company i.e., Rs.1.40/- per equity share on face value of Rs.2/- each, for the financial year ended 31st March, 2022.

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 Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is available on the Company’s website on www.astramwp.com.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2021-22 in the Retained Earnings. Credit Rating

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

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

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

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 2021-22. Subsidiary Companies, Associates and Joint Ventures

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

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

Five (5) meetings of the Board of Directors were held during the financial year 2021-22. 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 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 31,2022 and of Profit and Loss Account of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the financial year ended March 31, 2022 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 presently consists of the following Directors namely Mrs. Kiran Dhingra, IAS (Retd.), Chairperson, Dr. Avinash Chander and Mr. Atim Kabra as Members.

Brief description of terms of reference:

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

b) Formulation of criteria for evaluation of Independent Directors and the Board.

c) Devising a policy on Board diversity.

d) 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 their appointment and removal.

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 2021-22 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 2021-22 are given in Note 3 and 33 of the Notes to the financial statements.

Transactions with Related Parties

All related party transactions entered into during FY 2021-22 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 31,2022 in prescribed Form AOC-2 is annexed to this Board’s Report as Annexure - 2.

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.

Further, the Corporate Social Responsibility policy is placed in the website of the Company at www.astramwp. com.

The Board of Directors of the Company have constituted a Corporate Social Responsibility Committee presently consisting of following Directors namely Mr. S. Gurunatha Reddy, Chairman, Mr. M. V. Reddy, and Dr. Avinash Chander 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 July 21,2021. 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
Mr. M.V.Reddy	Member	1	1
Dr. Avinash Chander	Member	1	1

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 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 destitutes.

The wholly owned subsidiary i.e., Astra Foundation has not carried out any activities during the financial year under review.

Mechanism for Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 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 analyzed by an independent consultant, 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. M.V. Reddy, Director (DIN: 00421401) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

The Board of Directors of the Company at their meeting held on November 10, 2021 has appointed Mr.P.A.Chitrakar (DIN: 00003213) as an Additional Director (Non-Executive Director) w.e.f November l0, 2021, who holds office upto the ensuing Annual General Meeting. The Board, based on the recommendation of the Nomination and Remuneration Committee considered the appointment of Mr.P.A.Chitrakar (DIN: 00003213) as a Non-Executive Director subject to the approval of the shareholders. Accordingly, a resolution seeking approval of the members for his appointment as a Non-Executive Director have been incorporated in the Notice of the Annual General Meeting of the Company along with brief details about him.

Mrs. Kiran Dhingra, IAS (Retd.) was appointed as Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 3 years and will hold office upto June 23, 2022. Considering her knowledge, expertise and experience in her filed and the substantial contribution made by the director during her tenure as an Independent Director since her appointment, the Nomination and Remuneration Committee and the Board has recommended the re-appointment of Mrs. Kiran Dhingra, IAS (Retd.) as Independent Director on the Board of the Company, to hold office for the second term of three consecutive years commencing from

June 24, 2022 up to June 23, 2025 and not liable to retire by rotation. The Company has received declaration from

Mrs. Kiran Dhingra, IAS (Retd.) that she continue to fulfil 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).

In terms of provisions of Section 160(1) of the Companies Act, 2013, the Company has received a Notice from a Member signifying his intention to propose the candidature for the re-appointment of Mrs. Kiran Dhingra, IAS (Retd.) for the office of Independent Director not liable to retire by rotation.

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.

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:

Mr.B.V.S.Narasinga Rao has retired as CFO on 31^st May, 2022 and Mr. Benarji Mallampati has been appointed as CFO with effect from 1st June, 2022.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the company are Mr.S.Gurunatha Reddy, Managing Director, Mr.M.V.Reddy, Joint Managing Director, Mr. T.Anjaneyulu, G.M-Company Secretary and Mr. Benarji Mallampati, DGM - CFO.

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.

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

M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (FRN 012754N/ N500016), were appointed as the statutory auditors of the Company to hold office from the conclusion of the 26^th Annual General Meeting held on July 28, 2017 until the conclusion of the ensuing AGM and is eligible for re-appointment.

The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules, 2014.

The Board is of the opinion that continuation of M/s. Price Waterhouse Chartered Accountants LLP, as statutory auditors will be in the best interest of the Company and therefore, the members are requested to consider their re-appointment as statutory auditors of the Company, for a term of five years, from the conclusion of the ensuing Annual General Meeting, till the conclusion of the 36th AGM to be held in the calendar year 2027, at such remuneration mutually agreed and approved by the Board.

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31, 2022 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

Internal Auditors

The Board of Directors of the Company have appointed M/s. Kirtane & Pandit LLP, Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company for the financial year ended March 31,2022.

Cost Auditors

Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had appointed M/s. DZR & Co., (FRN: 000173), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended March 31, 2022. 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 2021- 22.

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

Secretarial Audit of Material Unlisted Indian Subsidiary

Secretarial Audit of Bhavyabhanu Electronics Private Limited, the material unlisted Indian subsidiary of the Company was also undertaken by Mr. L. Dhanamjay Reddy, Practising Company Secretary, Hyderabad for the financial year 2021-22 and their report is annexed as ‘Annexure - 4B’ to this report in terms of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2021-22 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 - 4C’.

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

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

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

Audit Committee

The Audit Committee presently consists of the following Directors namely Mr. S.K.Sharma, Chairman, Dr. Avinash Chander, Mr. S. Gurunatha Reddy and Mrs.Kiran Dhingra, IAS (Retd.) as members of the Committee.

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

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

The terms and reference of Audit Committee and details of the meetings of the Audit committee held during the financial year 2021-22 and the attendance of members are provided in the Corporate Governance Report, which forms part of this Annual Report.

Corporate Governance

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

Vigil Mechanism / Whistle Blower Policy

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

Prevention of Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr.T.Anjaneyulu, G.M - 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 Financial year, no Company has become or ceased to be Company’s Subsidiary, Joint Venture or Associate Company.

Change in the nature of business

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

Material changes and commitments

There are no Material changes and commitments affecting the financial position of the Company which occurred between the financial year ended March 31,2022 to which the financial statements relates and the date of signing of this Report.

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

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

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

Human Resources

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

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

Policy on 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.

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 www.astramwp. com.

Risk Management:

The Risk Management Committee consists of the following Directors:

Mr. S. K. Sharma, Chairman, Mr. S. Gurunatha Reddy, Member and Mr. M.V. Reddy, Member.

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 Report (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalisation. In accordance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report as Annexure- 7.

Acknowledgments:

Your Directors express their gratitude to all investors, customers, vendors, banks and regulatory and the State and the Central governmental authorities/ departments for their continued support. The Directors also wish to thank the employees at all levels for their contribution, support and dedicated services throughout the year.

For and on behalf of the Board of Directors

Mr. S. Gurunatha Reddy Mr. M. V. Reddy

Managing Director Joint Managing Director

Place: Hyderabad DIN: 00003828 DIN: 00421401

Date: July 15, 2022

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Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of your Company together with the Audited Financial Statements including Consolidated Accounts for the financial year ended March 31, 2018 and the report of the Auditors thereon.

FINANCIAL RESULTS

A) STANDALONE (IND AS):

The Standalone performance under IND AS for the Financial Year ended March 31, 2018 is as under:

The Financial Summary

Rupees in lakhs

Particulars	March 31, 2018 (IND AS)	March 31, 2017 (IND AS)
Total Revenue	36,888.56	42,357.39
Profit before finance cost, depreciation and tax expense	11,788.86	10,753.14
Finance cost	1,192.40	1,080.77
Profit before depreciation and tax expense	10,596.46	9,672.37
Depreciation	2,702.84	2,407.43
Profit before tax expense	7,893.62	7,264.94
Tax expense	1,824.58	1,246.82
Net Profit for the year	6,069.04	6,018.12
Other Comprehensive Income	48.24	(8.05)
Total Comprehensive Income	6,117.28	6,010.07
Retained earnings brought forward from earlier year	30,037.45	26,295.31
Retained earnings available for appropriation	36,154.73	32,305.38
Appropriations:
Dividend paid for previous year (including dividend tax)	1,042.43	1,250.92
Transfer to general reserve	600.00	600.00
Transfer to Debenture redemption reserve	416.00	417.00
Surplus in Retained earnings Transferred to Other equity	34,096.30	30,037.45

B) CONSOLIDATED:

The Consolidated performance under IND AS for the Financial Year ended March 31, 2018 is as under:

The Financial Summary

Rupees in lakhs

Particulars	March 31, 2018 (IND AS)	March 31, 2017 (IND AS)
Total Revenue	37,432.56	42,593.90
Profit before finance cost, depreciation and amortization, impairment loss, exceptional items and tax expense	11,934.79	10,545.09
Finance cost	1,219.57	1,123.32
Profit before depreciation and amortization, impairment loss, exceptional items and tax expense	10,715.22	9,421.77
Depreciation and amortisation	2,740.85	2,449.37
Profit before impairment loss, exceptional items and tax expense	7,974.37	6,972.40
Impairment loss	0	0
Profit before exceptional items, tax expense, share of loss of Associates and Minority Interest	7,974.37	6,972.40
Exceptional items	0	0
Profit before tax expense, share of loss of Associates and Minority interest	7,974.37	6,972.40
Tax expense	1,865.21	1,214.80
Profit after tax expense and before share of loss of Associates and Minority interest	6,109.16	5,757.60
Share of Loss of Associates	0	0
Minority Interest (profit/loss)	(0.16)	0
Net Profit for the year	6,109.00	5,757.60
Other comprehensive Income	42.22	(16.03)
Total comprehensive income	6,151.22	5,741.57
Retained earnings brought forward from earlier year	29,933.13	26,465.91
Retained earnings available for appropriation	36,084.35	32,207.48
Appropriations:
Dividend paid for previous year (including dividend tax)	1,042.44	1,250.92
Transfer to general reserve	600.00	600.00
Transfer to Foreign Exchange Translation	7.32	6.43
Transfer to Debenture redemption reserve	416.00	417.00
Surplus in Statement of Consolidated retained earnings transferred to other equity	34,018.59	29,933.13

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

State of the Company’s Affairs:

During the period under review, the Company has achieved revenue of Rs.360,53,70,109/- and net profit of Rs.60,69,03,875/- on a standalone basis. During the same period, the Company has achieved revenue of Rs.365,86,90,230/- and net profit of Rs.61,09,16,527/- on a consolidated basis.

Transfer of Amount to Reserves

Your Directors have proposed to transfer Rs.600 lacs to the General Reserve for the Financial Year ended 31st March, 2018.

Dividend

The Board of Directors of the Company recommended Final Dividend @ 60% on the paid up Equity Share Capital of the Company i.e., Rs. 1.20/- per equity share on face value of Rs.2 each, for the year ended 31st March, 2018.

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 2017-18.

Subsidiary Companies

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, we have prepared consolidated financial statements of the Company and its subsidiaries, which forms part of the Annual Report. Further, a separate statement containing the salient features of the financial statements of the subsidiary Companies in the prescribed format in Form AOC-1 is annexed as Annexure-1 to the Board’s Report.

Performance and Contribution of the Subsidiaries

As per Rule 8 of the Companies (Accounts) Rules, 2014, a report on the financial performance of the subsidiaries along with their contribution to the overall performance of the company during the financial year ended March 31, 2018 is annexed as Annexure -1 to this Report.

Consolidated Financial Statements

The Consolidated financial statements of the Company have been prepared in accordance with 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: www.astramwp.com. These documents will also be available for inspection during business hours at our registered office.

Share Capital

The Paid-up Share capital of the Company as on March 31, 2018 is Rs.17,32,23,350/- divided into 8,66,11,675 equity shares of Rs.2/- each fully paid up.

Number of Meetings of the Board of Directors

During the year ended March 31, 2018, Five Board Meetings were held.

The dates on which the Board meetings were held are: April 29, 2017, July 28, 2017, October 30, 2017, January 29, 2018 and March 18, 2018.

Details of the attendance of the Directors at the Board meetings held during the year ended March 31, 2018 are as follows:

S. No	Name of the Director	Number of Board Meetings
		Held	Attended
1	Dr. Shiban K Koul	5	5
2	Mr. B. Malla Reddy	5	5
3	Mr. P.A.Chitrakar	5	4
4	Mrs. C. Prameelamma	5	4
5	Mr. S. Gurunatha Reddy	5	5
6	Mr. M. Venkateshwar Reddy	5	5
7	Mr. T. Ramachandru, IAS	5	4
8	Prof. Arun Kumar Tiwari *	2	2
9	Mr. V. Venkata Rama Sastry	5	5
10	Mr. B. Lakshmi Narayana Raju	5	5
11	Dr. Avinash Chander **	1	1

*Prof. Arun Kumar Tiwari ceased to be Director of the Company w.e.f. October 13, 2017.

**Dr. Avinash Chander was appointed as an Additional Director (Independent Director) on the Board of the Company with effect from January 29, 2018.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and provides details of 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 of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that 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, 2018 and of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2018 on a going concern basis;

v) that 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) that 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.

Statement on Declaration given by Independent Directors under Section 149 of the Companies Act, 2013

All the Independent Directors have submitted their declaration of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee presently consists of the following Directors namely-Mr. B. Lakshmi Narayana Raju, Chairman, Dr. Shiban K Koul and Mr. V.V.R. Sastry as Members.

Brief description of terms of reference:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board.

c. Devising a policy on Board diversity.

d. 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 their appointment and removal.

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.

During the Financial Year, Nomination and Remuneration Committee meetings were held on April 29, 2017 and January 29, 2018.

Attendance at the Nomination and Remuneration Committee Meeting:

Name of the Director	Designation	Number of Meetings
		Held	Attended
Mr. B.L.N.Raju*	Chairman	2	2
Prof. Arun Kumar Tiwari $	Chairman	1	1
Dr. Shiban K Koul	Member	2	2
Mr. V.V.R.Sastry #	Member	1	1

$ Prof. Arun Kumar Tiwari ceased to be Chairman and member of the Nomination and Remuneration Committee w.e.f. October 13, 2017, as he resigned from the Board of the Company.

* Mr. B.L.N. Raju was elected as Chairman of Nomination and Remuneration Committee w.e.f. October 30, 2017.

# Mr. V.V.R. Sastry was appointed as a Member of Nomination and Remuneration Committee w.e.f. October 30, 2017.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 3 and 33 of the Notes to the financial statements.

Particulars of Contracts or Arrangements with Related Parties

All transactions entered by the Company with Related Parties were in the ordinary course of business and at Arm’s Length pricing basis. The audit committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the audit committee and the Board of Directors.

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

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 and the policy is hosted on the website of the Company.

The Board of Directors of the Company have constituted a Corporate Social Responsibility Committee consisting of following Directors namely Mrs. C. Prameelamma, Chairperson, Dr. Shiban K Koul, and Mr. M. V. Reddy, as Members.

A report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 2 to this Report.

During the Financial year, Corporate Social Responsibility Committee meetings were held on April 29, 2017 and July 28, 2017.

Attendance at the Corporate Social Responsibility Committee Meetings:

Name of the Director	Position held	Number of Meetings
		Held	Attended
Mrs. C.Prameelamma	Chairperson	2	2
Dr. Shiban K Koul	Member	2	2
Mr. M.V.Reddy	Member	2	2

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 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 destitutes.

The Astra Foundation has disbursed Rs.5,00,000/- for the period 2017-18.

Mechanism for Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) 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 analyzed by an independent consultant, 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. P.A. Chitrakar, Director (DIN:00003213) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

The Board of Directors at their meeting held on January 29, 2018 has inducted Dr. Avinash Chander (DIN: 05288690) as Additional Director (Independent Director) w.e.f. January 29, 2018. The approval of the members is sought for the appointment of the said Director. A brief profile of the director seeking appointment is annexed to the explanatory statement to the notice of the meeting.

Mr. S. Gurunatha Reddy and Mr. M.V. Reddy were appointed as Whole Time Directors of the Company with effect from April 29, 2013 for a period of five years. Their office as the Whole Time Directors of the Company ceases on April 29, 2018.

Considering the services rendered by Mr. S. Gurunatha Reddy and Mr. M.V. Reddy for the growth of the Company, the Board of Directors based on the recommendation and approval of Nomination and Remuneration Committee decided to reappoint them as the Whole Time Directors of the Company for a further period of five years on the terms and conditions mentioned in the notice convening the 27th Annual General Meeting.

Mr. S. Gurunatha Reddy and Mr. M.V. Reddy have given their consent for reappointment and stated that they stand free from disqualification from being reappointed. The Board recommends their reappointment.

During the year under review, Prof. Arun Kumar Tiwari, Independent Director resigned from the Board of the Company with effect from October 13, 2017 owing to personal reasons. Directors place on record their deep appreciation for the valuable services rendered by him to the Board and the Company during his tenure as Director.

Changes in Key Managerial Personnel:

There has been no change in the Key Managerial Personnel during the financial year 2017-18.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

AUDITORS

Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/ N500016), the existing Statutory Auditors have been appointed as the Statutory Auditors of the Company for a period of 5 years at the 26th Annual General Meeting of the company i.e., upto the conclusion of the 31st Annual General Meeting of the company. The Ministry of Corporate Affairs vide its Notification dated 7th May, 2018, has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor’s appointment is not included in the Notice of the ensuing Annual General Meeting.

Auditors Report

There are no qualifications, reservations or adverse remarks made by M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) Statutory Auditors in their report for the financial year ended 31st March, 2018.

Internal Auditors

The Board of Directors of the Company have appointed M/s. Kirtane & Pandit LLP, Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company for the financial year ended 31st March, 2018.

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 2017-2018.

The Secretarial Auditor’s Report is annexed as Annexure - 3 to this Board’s Report.

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

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

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

Audit Committee

Audit Committee consists of the following Directors namely Mr. V.V.R. Sastry, Chairman, Dr. Shibank K Koul and Mr. B.L.N. Raju as members of the Committee.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

Five Audit Committee Meetings were held during the financial year ended March 31, 2018. The maximum time gap between any two meetings was not more than one hundred and twenty days.

The Audit Committee meetings were held on April 29, 2017, July 28, 2017, October 30, 2017, January 29, 2018 and March 18, 2018.

Attendance at the Audit Committee Meetings:

Name of the Director	Position held	Number of Meetings
		Held	Attended
Mr. V.V.R. Sastry*	Chairman	3	3
Dr. Shiban K Koul $	Member	5	5
Prof. Arun Kumar Tiwari #	Member	2	2
Mr. S. Gurunatha Reddy @	Member	2	2
Mr. B.L.N. Raju %	Member	3	3

* Mr. V.V.R. Sastry was elected as a Chairman of Audit Committee w.e.f. October 30, 2017.

$ Dr.Shiban K Koul ceased to be Chairman of Audit Committee w.e.f. October 30, 2017 and continues to be the member of the Audit Committee.

# Prof. Arun Kumar Tiwari ceased to be Member of Audit Committee w.e.f. October 13, 2017 as he resigned as Director from the Board of the Company.

@ Mr. S. Gurunatha Reddy ceased to be Member of Audit Committee w.e.f. October 30, 2017.

% Mr. B.L.N. Raju was appointed as a member of Audit Committee w.e.f. October 30, 2017.

Corporate Governance

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

Whistle Blower Policy / Vigil Mechanism

In terms of the provisions of Section 177 of the Companies Act, 2013, your Company has formulated a Whistle Blower Policy as a Vigil Mechanism. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the Whistle Blower Policy.

This mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the audit committee in exceptional cases.

Prevention of Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. T. Anjaneyulu, Dy.G.M - 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - 4 to this Board’s Report.

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, Traana Technologies Private Limited ceased to be an Associate Company and no other Company has been added as Subsidiary / Joint Venture / Associate of the Company during the period under review.

Change in the nature of business

During the year under review, there has been no change in the nature of business of the Company.

Material changes and commitments after the end of the financial year

There are no Material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date this Report.

Human Resources

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

During the financial year ended 31st March, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.

Indian Accounting Standards ( Ind AS)

The company has adopted Indian Accounting Standards (IND AS) with effect from 1st April, 2017 pursuant to Ministry of Corporate affairs notification of the Companies (Indian Accounting Standards) Rules, 2015.

Compliance with Secretarial standards on Board and General Meetings:

The company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There are no significant or material orders passed by any Regulators, Court or Tribunal that would impact the going concern status of the Company and its future operations.

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 furnished as Annexure - 5 to this Report.

Extracts of Annual Return

As required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 forms part of this report and is annexed herewith as Annexure - 6.

Acknowledgments:

Your Directors express their gratitude to all investors, customers, vendors, banks and regulatory and the State and the Central governmental authorities / departments for their continued support. The Directors also wish to thank the employees at all levels for their contribution, support and dedicated services throughout the year.

For and on behalf of the Board of Directors

B.Malla Reddy P.A.Chitrakar

Managing Director COO

Place: Hyderabad DIN: 00003154 DIN: 00003213

Date: May 28, 2018

---

Mar 31, 2017

The Directors have pleasure in presenting the 26th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL RESULTS

A) STANDALONE:

The Standalone performance for the Financial Year ended March 31, 2017 is as under:

The Financial Summary

	As of March 31 (Amount Rs.)
Particulars	2017	2016
Total Revenue	4,521,315,484	4,374,509,469
Profit before finance cost, depreciation and tax expense	1,031,492,546	1,037,248,453
Finance cost	105,016,105	87,883,632
Profit before depreciation and tax expense	926,476,441	949,364,821
Depreciation	240,742,683	235,844,594
Profit before tax expense	685,733,758	713,520,227
Tax expense	120,115,708	149,929,294
Net Profit for the year	565,618,050	563,590,933
Profit brought forward from earlier year	2,579,610,208	2,242,811,807
Profit available for appropriation	3,145,228,258	2,806,402,740
Appropriations:
Dividend (Including Tax on Dividend)	0	125,092,532
Transfer to general reserve	60,000,000	60,000,000
Transfer to capital redemption reserve	41,700,000	41,700,000
Surplus in Statement of Profit and Loss	3,043,528,258	2,579,610,208

B) CONSOLIDATED:

The Consolidated performance for the Financial Year ended March 31, 2017 is as under:

The Financial Summary

	As of March 31 (Amount Rs.)
Particulars	2017	2016
Total Revenue	4,520,775,139	4,366,969,605
Profit before finance cost, depreciation and amortization, impairment loss, exceptional items and tax expense	1,010,867,057	1,043,375,577
Finance cost	109,270,933	91,286,857
Profit before depreciation and amortization, impairment loss, exceptional items and tax expense	901,596,125	952,088,720
Depreciation and amortization	244,936,891	240,420,430
Profit before impairment loss, exceptional items and tax expense	656,659,234	711,668,290
Impairment loss	-	0
Profit before exceptional items, tax expense, share of loss of Associates and Minority Interest	656,659,234	711,668,290
Exceptional items	(417,241)	250,957
Profit before tax expense, share of loss of Associates and Minority interest	656,241,993	711,919,247
Tax expense	116,830,676	148,215,926
Profit after tax expense share of loss of Associates and Minority interest	539,411,317	563,703,321
Share of Loss of Associates	-	(1,084,466)
Minority Interest(profit/loss)	145	28
Net Profit for the year	539,411,462	562,618,883
Profit brought forward from earlier year	2,596,670,844	2,260,844,493
Profit available for appropriation	3,136,082,306	2,823,463,376
Appropriations:
Dividend (Including Tax on Dividend)	-	125,092,532
Transfer to general reserve	60,000,000	60,000,000
Transfer to Debenture redemption reserve	41,700,000	41,700,000
Surplus in Statement of Consolidated Profit and Loss	3,034,382,306	2,596,670,844

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

State of the Company''s Affairs:

During the period under review, the Company has achieved revenue of Rs.452,13,15,484/- and net profit of Rs.56,56,18,050/- on a standalone basis. During the same period, the Company has achieved revenue of Rs. 452,07,75,139/- and net profit of Rs. 53,94,11,462/- on a consolidated basis.

Listing of Equity Shares:

The Company''s Equity shares are listed at 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 2016-17.

Subsidiary Companies

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Company in Form AOC-1 is enclosed as Annexure-1 to this Report.

Performance and financial position of the Subsidiaries, Associate and Joint Venture Companies:

Report on the performance and financial position of the subsidiary and associate company of the Company is prepared and same is enclosed as Annexure -1 to this Report.

Consolidated Financial Statements

Consolidated financial statements have been prepared by the Company''s Management in accordance with the requirements of Accounting Standards 21 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of Companies Act, 2013. The audited consolidated financial statement is provided in the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website, www.astramwp.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders upon their request.

Number of Meetings of the Board of Directors

During the year ended March 31, 2017, Five Board Meetings were held.

The dates on which the Board meetings were held are April 29, 2016, May 28, 2016, July 29,2016, October 31, 2016, and January 30, 2017.

The details of the attendance of the Directors at the Board meetings held during the year ended March 31, 2017 are as follows:

	Number of Board Meetings
	Held	Attended
Dr. Shiban K Koul	5	4
Mr. B.Malla Reddy	5	4
Mr. PA.Chitrakar	5	4
Mrs. C.Prameelamma	5	5
Mr. S.Gurunatha Reddy	5	5
Mr. M.Venkateshwar Reddy	5	5
Mr. T.Ramachandru, IAS	5	5
Dr. G. Sabarinathan @	3	3
Prof. Arun Kumar Tiwari	5	5
Mr. V. Venkata Rama Sastry	5	4
Mr. B. Lakshmi Narayana Raju	5	5

@ w.e.f. July 29, 2016, Dr. G.Sabarinathan ceased to be Director of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details of 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 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that 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, 2017 and of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2017 on a going concern basis;

v) that 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) that 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.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in subsection^).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Prof. Arun Kumar Tiwari, Chairman, Dr.Shiban K Koul and Mr.B.Lakshmi Narayana Raju as Members.

Brief description of terms of reference:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board.

c. Devising a policy on Board diversity.

d. 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 their appointment and removal.

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.

During the Financial Year, Nomination and Remuneration Committee meeting was held on April 29, 2016.

Attendance at the Nomination and Remuneration Committee Meeting:

		Number Meetings
Name of the Director	Position held	Held	Attended
Dr. G. Sabarinathan @	Chairman	1	1
Prof. Arun Kumar Tiwari $	Chairman	0	0
Mr. T.Ramachandru, IAS %	Member	1	1
Dr. Shiban K Koul	Member	1	1
Mr. B. Lakshmi Narayana Raju &	Member	0	0

@ w.e.f. July 29, 2016, Dr. G. Sabarinathan ceased to be Chairman of Nomination and Remuneration Committee.

$ w.e.f July 29, 2016, Prof. Arun Kumar Tiwari was elected as Chairman of Nomination and Remuneration Committee.

% w.e.f. July 29, 2016, Mr. T. Ramachandru, IAS ceased to be Member of Nomination and Remuneration Committee.

& w.e.f. July 29, 2016, Mr. B. Lakshmi Narayana Raju was appointed as a Member of Nomination and Remuneration Committee.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 2.11, 2.13 and 2.34 of the Notes to the financial statements.

Particulars of Contracts or Arrangements with Related Parties

All transactions entered by the Company with Related Parties were in the ordinary course of business and at Arm''s Length pricing basis. The audit committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the audit committee and the Board of Directors.

Your Directors draw attention of the members to Note 2.36 to the financial statement which sets out related party disclosures.

Transfer of Amount to Reserves

Your Directors have proposed to transfer Rs.600 lacs to the General Reserve for the Financial Year ended 31st March, 2017.

Dividend

The Board of Directors of the Company at its meeting held on April 29, 2017 have declared Final Dividend @ 50% on the paid up Equity share capital of the Company i.e., Rs.1/- per Equity share on face value of Rs.2 each.

Extracts of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure - 2 to this Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure - 3 to this Report.

Corporate Social Responsibility (CSR) initiatives

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your company approved a Policy on CSR and the policy was hosted on the website of the Company.

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely Mrs. C.Prameelamma, Chairman, Dr.Shiban K Koul, and Mr. M. V. Reddy, as Members.

Report on CSR activities is enclosed as Annexure - 4 to this Report.

During the Financial year, Corporate Social Responsibility Committee meetings were held on April 29, 2016, July 29, 2016 and January 30, 2017.

Attendance at the Corporate Social Responsibility Committee Meetings:

		Number	Meetings
Name of the Director	Position held	Held	Attended
Mrs.C.Prameelamma	Chairman	3	3
Dr. Shiban K Koul	Member	3	3
Mr.M.V.Reddy	Member	3	3

Astra Foundation

Astra Foundation is established under section 8 of the Companies Act, 2013 as a Non-Profit Organization on 9th July, 2016 as a subsidiary of the company to grant donations to poor and needy for meeting expenditure of education, welfare, medical treatments, 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.

The Astra Foundation has disbursed Rs.22,72,000/- for the period 2016-17.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

Directors and Key Managerial Personnel

During the year under review, Dr. G. Sabarinathan, Independent Director stepped down from the Board. The Board wishes to place on record its deep sense of appreciation for the valuable contribution made by him to the Board and the Company during his tenure as Director.

Mr.B.Malla Reddy and Mr. S. Gurunatha Reddy, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Prof. Arun Kumar Tiwari, Mr. Vadlamani Venkata Rama Sastry and Mr. Buddharaju Lakshmi Narayana Raju were regularized as Independent Directors on the Board with effect from July 29, 2016.

There has been no change in the Key Managerial Personnel during the year.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

AUDITORS

Statutory Auditors

M/s. Amar & Raju, Chartered Accountants (Firm Registration No. 000092S) were first auditors of the company since incorporation of the company. Currently, they are holding office of the auditors up to the conclusion of the 26th AGM.

As per second proviso to Section 139(2) of the Companies Act, 2013, (the Act), a transition period of three years from the commencement of the Act is provided to appoint a new auditor if the existing auditor''s firm has completed two terms of five consecutive years.

Accordingly, as per the said requirements of the Act, M/s. Price Waterhouse Chartered Accountants LLP Chartered Accountants (Firm Registration No. 012754N/N500016) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of 26th AGM till the conclusion of the 31st AGM, subject to ratification by shareholders every year, as may be applicable, in place of M/s. Amar & Raju, Chartered Accountants.

M/s. Price Waterhouse Chartered Accountants LLP Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Price Waterhouse Chartered Accountants LLP Chartered Accountants, as statutory auditors of the Company from the conclusion of the 26th AGM till the conclusion of 31st AGM, to the shareholders.

Auditors Report

M/s. Amar & Raju, Chartered Accountants (ICAI Registration No: 000092S) has issued Auditors Report for the financial year ended 31st March, 2017 and there are no qualifications in Auditors'' Report.

Internal Auditors

The Board of Directors of the Company have appointed M/s. PricewaterhouseCoopers Private Limited, to conduct Internal Audit of the Company for the financial year ended 31st March, 2017.

Secretarial Auditor Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Mr. L. Dhanamjay Reddy, Practicing Company Secretary (C.PNo: 3752) as Secretarial Auditor to conduct Secretarial audit of the company for the financial year ended on March 31, 2017.

Secretarial Audit Report issued by Mr. L. Dhanamjay Reddy, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 5 to this Annual Report.

There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

Audit Committee

Audit Committee consists of the following Directors namely Dr.Shiban K Koul, Chairman, Prof. Arun Kumar Tiwari and Mr. S.Gurunatha Reddy as members of the committee. Except Mr.S.Gurunatha Reddy, all the members of the Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

The Audit Committee meetings were held on April 29, 2016, July 29, 2016, October 31, 2016, and January 30, 2017.

Attendance at the Audit Committee Meetings:

		Number Meetings
Name of the Director	Position held	Held	Attended
Dr. G. Sabarinathan @	Chairman	2	2
Dr.Shiban K Koul $	Chairman	4	4
Mr. S. Gurunatha Reddy	Member	4	4
Prof. Arun Kumar Tiwari*	Member	2	2

@ w.e.f. July 29, 2016, Dr. G. Sabarinathan ceased to be Chairman of Audit Committee.

$ w.e.f July 29, 2016, Dr.Shiban K Koul was elected as a Chairman of Audit Committee.

* w.e.f. July 29, 2016, Prof. Arun Kumar Tiwari was elected as a Member of Audit Committee.

Corporate Governance

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the audit committee in exceptional cases.

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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 6 to this Annual Report.

Insurance

All properties and insurable interests of the Company including building, plant and machinery and stocks 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

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2017 to the date of signing of the Director''s Report.

Human Resources

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

Policy on 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.

During the financial year ended 31st March, 2017, the Company has not received any Complaints pertaining to Sexual Harassment.

Indian Accounting Standards ( Ind AS)

The company has adopted Indian Accounting Standards (Ind As) with effect from 1st April, 2017 pursuant to Ministry of Corporate affairs notification of the Companies (Indian Accounting Standards) Rules, 2015.

Prevention of Insider Trading Code:

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.

Compliance with Secretarial Standards on Board and General Meetings:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

Acknowledgments:

Your Directors express their gratitude to all investors, customers, vendors, banks and regulatory and the State and the Central governmental authorities / departments for their continued support.

For and on behalf of the Board of Directors

B. Malla Reddy P.A.Chitrakar

Place: Hyderabad Managing Director COO

Date: 29.04.2017 DIN: 00003154 DIN: 00003213

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Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS

A) STANDALONE:

The Standalone performance for the Financial Year ended March 31, 2016 is as under:

The Financial Summary

As of March 31(Amount in Rs,)

Particulars

2016 2015

Total Revenue 4,374,509,469 6,441,786,700

Profit before finance cost, depreciation and tax expense 1,037,248,453 1,124,596,558

Finance cost 87,883,632 94,829,127

Profit before depreciation and tax expense 949,364,821 1,029,767,431

Depreciation 235,844,594 215,385,153

Profit before tax expense 713,520,227 814,382,278

Tax expense 149,929,294 207,130,798

Net Profit for the year 563,590,933 607,251,480

Profit brought forward from earlier year 2,242,811,807 1,813,382,877

Profit available for appropriation 2,806,402,740 2,420,634,357 Appropriations:

Dividend (Including Tax on Dividend) 12,50,92,532 117,822,550

Transfer to general reserve 60,000,000 60,000,000

Transfer to Debenture redemption reserve 41,700,000 0

Surplus in Statement of Profit and Loss 2,579,610,208 2,242,811,807

B) CONSOLIDATED:

The Consolidated performance for the Financial Year ended March 31, 2016 is as under:

The Financial Summary

As of March 31 (Amount in Rs,)

Particulars

2016 2015

Total Revenue 4,366,969,605 6,434,059,924

Profit before finance cost, depreciation and amortization,

impairment loss, exceptional items and tax expense 1,043,375,577 1,168,000,411

Finance cost 91,286,857 99,679,290

Profit before depreciation and amortization, impairment loss,exceptional items and tax expense 952,088,720 1,068,321,121 Depreciation and amortization 240,420,430 220,467,308

Profit before impairment loss, exceptional items and tax 711,668,290 847,853,813

expense

Impairment loss 0 0

Profit before exceptional items, tax expense, share of 711,668,290 847,853,813

loss of Associates and Minority Interest

Exceptional items 250,957 636,927

Profit before tax expense, share of loss of Associates 711,919,247 847,216,886

and Minority interest

Tax expense 148,215,926 219,510,353

Profit after tax expense and before share of loss of 563,703,321 627,706,533

Associates and Minority interest

Share of Loss of Associates (1,084,466) (124,636)

Minority Interest(profit/loss) 28 (510)

Net Profit for the year 562,618,883 627,581,387

Profit brought forward from earlier year 2,260,844,493 1,811,085,656

Profit available for appropriation 2,823,463,376 2,438,667,043 Appropriations:

Dividend (Including Tax on Dividend) 12,50,92,532 117,822,550

Transfer to general reserve 60,000,000 60,000,000

Transfer to Debenture redemption reserve 41,700,000 0

Surplus in Statement of Consolidated Profit and Loss 2,596,670,844 2,260,844,493

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

State of the Company''s Affairs:

During the period under review, the Company has achieved revenue of Rs.437,45,09,469/- and net profit of Rs.56,35,90,933/- on a standalone basis. During the same period, the Company has achieved revenue of Rs.436,69,69,605/- and net profit of Rs.56,26,18,883/- on a consolidated basis.

Fund Raising

Equity - Qualified Institutional Placement

During the year under review, your Company successfully placed 47,86,450 equity shares through the process of Qualified Institutional Placement (QIP) and raised an amount of Rs. 64,99,99,910/-. The deployment of funds for the projects specified is yet to happen fully.

Consequent to the above, the paid up value of the equity share capital of the Company stands increased from Rs. 16.36 crores to Rs. 17.32 crores.

Debt

Secured Non-Convertible Debentures (NCD)

During the year under review, your Company issued Secured Non-Convertible Debentures (NCD) to the tune of Rs. 50.00 Crores.

Listing of Equity Shares:

The Company''s Equity shares are listed at the following Stock Exchanges:

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

(I) 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 2015-16.

Awards

Your Company was awarded for outstanding achievements in Business Excellence for the year 2014-15 from ELCINA Electronic Industries Association of India, New Delhi.

Subsidiary Companies

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Company in Form AOC-1 is enclosed as Annexure-1 to this Report.

Performance and financial position of the Subsidiaries, Associate and Joint Venture Companies:

Report on the performance and financial position of the subsidiary and associate company of the Company is prepared and same is enclosed as Annexure -1 to this Report.

Consolidated Financial Statements

Consolidated financial statements have been prepared by the Company''s Management in accordance with the requirements of Accounting Standards 21 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of Companies Act, 2013. The audited consolidated financial statement is provided in the Annual Report.

Number of Meetings of the Board of Directors

During the year ended March 31, 2016, seven Board Meetings were held.

The dates on which the Board meetings were held are April 02, 2015, April 30, 2015, July 30, 2015, October 29, 2015, December 04, 2015, December 26, 2015, and January 29, 2016.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details of 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 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

I) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that 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, 2016 and of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2016 on a going concern basis;

v) that 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) that 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.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub- section(6).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Dr. G.Sabarinathan, Chairman, Dr.Shiban K Koul, Mr. T.Ramachandru, IAS.

Brief description of terms of reference:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board.

c. Devising a policy on Board diversity.

d. 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 their appointment and removal.

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.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 2.11, 2.34 and 2.35 of the Notes to the financial statements.

Particulars of Contracts or Arrangements with Related Parties

All transactions entered by the Company with Related Parties were in the ordinary course of business and at Arm''s Length pricing basis. The audit committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the audit committee and the Board of Directors.

Your Directors draw attention of the members to Note 2.35 to the financial statement which sets out related party disclosures.

Transfer of Amount to Reserves

Your Directors have proposed to transfer Rs.600 lacs to the General Reserve for the Financial Year ended 31st March, 2016.

Dividend

The Board of Directors of the Company at its meeting held on April 29, 2016 have declared Final Dividend @ 60% on the paid up Equity share capital of the Company i.e., Rs.1.20 per Equity share on face value of Rs.2 each.

Extracts of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure - 2 to this Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure - 3 to this Report.

Corporate Social Responsibility (CSR) initiatives

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your company approved a Policy on CSR and the policy was hosted on the website of the Company.

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely Mrs. C.Prameelamma, Chairman, Dr.Shiban K Koul, and Mr. M. V. Reddy, as Members.

Report on CSR activities is enclosed as Annexure - 4 to this Report.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

Directors and Key Managerial Personnel

During the year under review, Mr.J.Venkatdas, Independent Director and Mr.Atim Kabra and Mr.U.K.Kalyanaramudu, Non-Executive Directors stepped down from the Board. The Board wishes to place on record its deep sense of appreciation for the valuable contribution made by them to the Board and the Company during their tenure as Directors.

Mrs. C.Prameelamma and Mr. M.V. Reddy, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Prof. Arun Kumar Tiwari, Mr. Vadlamani Venkata Rama Sastry and Mr. Buddharaju Lakshmi Narayana Raju were appointed as Additional Directors (Independent) on the Board with effect from January 29, 2016.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

Statutory Auditors

The Shareholders of the Company at the Annual General Meeting held on July 30, 2015 have appointed M/s. Amar & Raju, Chartered Accountants as Statutory Auditors of the Company.

The term of M/s. Amar & Raju, Chartered Accountants, Statutory Auditors shall hold the office from the conclusion of this Annual General Meeting until the conclusion of the next Annual general Meeting of the Company.

It is proposed to re-appoint them as Statutory Auditors of the Company for a period of one consecutive year. The members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

M/s. Amar & Raju, Chartered Accountants (ICAI Registration No: 000092S) have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013.

Auditors Report

M/s. Amar & Raju, Chartered Accountants (ICAI Registration No: 000092S) has issued Auditors Report for the Financial Year ended 31st March, 2016 and there are no qualifications in Auditors'' Report.

Internal Auditors

The Board of Directors of the Company have appointed M/s. PricewaterhouseCoopers Private Limited, to conduct Internal Audit of the Company for the Financial Year ended 31st March, 2016.

Audit Committee

Audit Committee consists of the following Directors namely Dr. G. Sabarinathan, Chairman, Dr.Shiban K Koul, and Mr. S.Gurunatha Reddy as members of the committee. Except Mr.S.Gurunatha Reddy, all the members of the Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

Corporate Governance

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the audit committee in exceptional cases.

Secretarial Auditor Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed

Mr. L. Dhanamjay Reddy, Practicing Company Secretary (C.P.No: 3752) as Secretarial Auditor to conduct

Secretarial audit of the company for the Financial year ended on March 31, 2016.

Secretarial Audit Report issued by Mr. L. Dhanamjay Reddy, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 5 to this Annual Report.

There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 6 to this Annual Report.

Insurance

All properties and insurable interests of the Company including building, plant and machinery and stocks 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.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2016 to the date of signing of the Director''s Report.

Human Resources

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

Policy on 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.

During the financial year ended 31st March, 2016, the Company has not received any Complaints pertaining to Sexual Harassment.

Acknowledgments:

Your Directors express their gratitude to all investors, customers, vendors, banks and regulatory and the State and the Central governmental authorities / departments for their continued support.

For and on behalf of the Board of Directors

Place: Hyderabad Mr. B. Malla Reddy Mr. P. A. Chitrakar

Date: 28.05.2016 Managing Director COO

DIN: 00003154 DIN: 00003213

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Mar 31, 2013

To the members,

The are delighted to present the report on our business and operations for the year ended March 31, 2013.

FINANCIAL PERFORMANCE

Amount in Rs.

Particulars 2012-13 2011-12

Net Sales 2,274,712,034 2,037,507,783

Profit before depreciation 637,927,498 562,559,589

Depreciation 133,548,063 124,452,665

Profit before tax 504,379,435 438,106,925

Provision for taxation 132,524,427 106,098,494

Profit after tax 371,855,008 332,008,431

EPS 4.54 4.06

Paid up Equity Share capital 163,650,450 163,650,450

Reserves 1,845,173,280 1,549,397,730

Dividend ( in percentage) 40 35

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

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.80/- per equity share of Rs. 2/- for the financial year 2012-13. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose name appear on the register of members of the Company as on 30th September, 2013.

TRANSFER TO RESERVES

As stipulated under the provisions of the Companies Act, 1956 read with Companies (Transfer to Reserves) Rules, 1975, your Directors have proposed to transfer Rs.400 lcas to the General Reserve out of the profits earned by the Company. A sum of Rs.2558 lacs is proposed to be retained as surplus.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205A read with Section 205C of the Companies Act, 1956, an amount of Rs.3,42,239/- being unclaimed dividend pertaining to the financial year 2004-05 was transferred to the Investor Education and Protection fund (IEPF) on August 3, 2012.

FIXED DEPOSITS

Your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AWARDS AND RECOGNITIONS

Your company was awarded TOP INDIAN SME in the 2nd edition of the Aerospace and Defense Awards 2013 organized by International Aerospace magazine.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditor''s certificate thereon and a management Discussion and Analysis Report are attached and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the annual accounts for the financial year 2012-13, the applicable accounting standards have been followed and there are no material departures;

(ii) they 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 at the end of the financial year and of the profit of the Company for the financial year ;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mrs. C. Prameelamma and Mr. J. Venkatadas, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Mr. S. Gurunatha Reddy was appointed as an additional director and as Whole Time Director designated as Director - Finance with effect from April 29, 2013 and will hold office upto the date of the ensuing annual general meeting.

Mr. M. V. Reddy was appointed as an additional director and as Whole Time Director designated as Director -(Mktg. & Operations) with effect from April 29, 2013 and will hold office upto the date of the ensuing annual general meeting. AUDITORS

The Statutory Auditors M/s Amar & Raju, Chartered Accountants, Hyderabad, retire at this Annual General Meeting. The Company is in receipt of confirmation from the Statutory Auditors that in the event of their reappointment as Statutory Auditors of the Company at ensuing Annual General Meeting, such reappointment will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

As regard Auditors observations, relevant notes on accounts are self explanatory and therefore, do not call for any further comments.

"Cost audit is applicable to the Company in terms of Central Government order F.No.52/26/CAB -2010 dated 24th January, 2012. Accordingly, the Board of Directors have appointed M/s. G.S. & Associates, Cost Accountants as Cost auditors of the Company for auditing costing records maintained by the Company for the financial year 2012-13."

DISCLOSURES

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached (Annexure I ) and forms part of this report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of employees are set out in Annexure II to the Directors'' Report.

EMPLOYEE RELATIONS

Employee relations were cordial during the year and the Board would like to place on record its appreciation to all the employees of the Company for their dedicated services and performance in qualitative and quantitative parameters.

ACKNOWLEDGMENTS:

Your Directors express their gratitude to all investors, customers, vendors, banks and regulatory and the State and the Central governmental authorities /departments for their continued support.

For and on behalf of the Board of Directors

Hyderabad Mr. B. Malla Reddy Mr. P. A. Chitrakar

29th April, 2013 Managing Director COO

---

Mar 31, 2012

The are delighted to present the report on our business and operations for the year ended March 31, 2012.

FINANCIAL PERFORMANCE

Particulars Rs in Lacs 2011-12 2010-11

Sales 20375 16120

Profit before depreciation 5409 3684

Depreciation 1244 1242

Profit before tax 4381 2438

Provision for taxation 1061 578

Profit after tax 3320 1860

EPS (in Rs) 4.06 2.27

Paid up Equity Share capital 1636 1636

Reserves 15494 12839

Dividend ( in percentage) 35 25

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

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 0.70/- per equity share of Rs 2/- for the financial year 2011-12. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose name appear on the register of members of the Company as on 30th July, 2012.

TRANSFER TO RESERVES

Your Directors have proposed to transfer Rs 350 lcas to the General Reserve retaining Rs 2304 lacs in the Profit and Loss account.

DEPOSITS

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr.PA.Chitrakar, and Mr. Atim Kabra, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to directors who are to be re-appointed are furnished in the Corporate Governance section.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- The Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period;

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS REGARDING SUBSIDIARY COMPANY

The Company sold entire investments held in the subsidiary company during the financial year.

AUDITORS

The Statutory Auditors M/s Amar & Raju, Chartered Accountants, Hyderabad, retire at this Annual General Meeting. The Company is in receipt of confirmation from the Statutory Auditors that in the event of their reappointment as Statutory Auditors of the Company at ensuing Annual General Meeting, such reappointment will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

As regard Auditors observations, relevant notes on accounts are self explanatory and therefore, do not call for any further comments.

DISCLOSURES

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached (Annexure I) and forms part of this report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance. A report on corporate governance along with the statutory auditors' certificate and a management discussion and analysis report forms part of this annual report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of employees are set out in Annexure II to the Directors' Report.

EMPLOYEE RELATIONS

Employee relations were cordial during the year and the Board would like to place on record its appreciation to all the employees of the Company for their dedicated services and performance in qualitative and quantitative parameters.

ACKNOWLEDGMENTS:

Your Directors express their gratitude to all investors, customers, vendors, banks and regulatory and governmental authorities for their continued support.



For and on behalf of the Board of Directors

Hyderabad Mr. B. Malla Reddy Mr. P. A. Chitrakar

26th April, 2012 Managing Director COO

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Mar 31, 2011

We are delighted to presentthe report on ourbusiness and operations for the year ended March 31.2011.

FINANCIAL PERFORMANCE (Rs in lacs)

Particulars 2010-11 2009-10

Sales 16133 10678

Profit before depreciation 3679 2221

Depreciation 1242 1119

Profit before tax 2437 1102

Provision for taxation 578 286

Profit aftertax 1859 816

EPS(inRs.) 2.27 1.32

Paid up Equity Share capital 1636 1083

Reserves 12839 11723

Dividend (in percentage) 25 25

For detailed analysis of the performance, please refer to managements discussion and analysis section of the annual report.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.50/- per equity share of Rs.2/- for the financial year 2010-11. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose name appear on the register of members of the Company as on 28th July, 2011.

TRANSFERTO RESERVES

Your Directors have proposed to transfer Rs.200 leas to the General Reserve retaining Rs.1185 lacs in the Profit and Loss account.

DEPOSITS

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Dr.Shiban K Koul, and Mr.B.Malla Reddy, Directors retire by rotation and being eligible offer themselves for re- appointment.

The brief resume/details relating to directors who are to be re-appointed are furnished in the Corporate Governance section.

DIRECTORS RESPONSIBIUTYSTATEMENT

As required under section217(2AA)of the Companies Act,1956, the Directors confirm that:

- In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relatingto materialdepartures;

- The Directors had 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 at the end of the financialyear and of the profit or loss of the Company forthat period;

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

- The Directors had prepared the annualaccounts on a goingconcern basis.

PARTICULARS REGARDING SUBSIDIARY COMPANY

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors report, Balance sheet and Profit and Loss account of our subsidiary i.e., Komoline Electronics Private Limited. The Ministry of Corporate Affairs, Government of India vide its circular no.2/2011 dated February 8,2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010-11 does not contain the financial statements of our subsidiary. The auditedannualaccountsand related information of oursubsidiary,whereapplicable,willbemadeavailable upon request. These documents will also be available for inspection during business hours at our registered office in Hyderabad.

The Company is in the process of selling its investment sheold in the subsidiary company.

INCREASE IN SHARE CAPITAL

The Board of Directors allotted during the year 2,72,75,075 Equity shares of Rs.2/- each as Bonus Shares in the proportion of one bonus share for every two shares held. The allotment of the Bonus shares was done on 31st December, 2010. As a result of this, the outstanding issued, subscribed and paid up equity shares increased from 5,45,50,150 to 8,18,25,225 shares as at March 31,2011.

AUDITORS

The Statutory Auditors M/s Amar & Raju, Chartered Accountants, Hyderabad, retire at this Annual General Meeting. The Company is in receipt of confirmation from the Statutory Auditors that in the event of their reappointment as Statutory Auditors of the Company at ensuing Annual General Meeting, such reappointment will be in accordance with the limits specified in sub-section (IB) of Section 224of the Companies Act, 1956.

As regard Auditors observations, relevant notes on accounts are self explanatory and therefore, do not call for any furthercomments.

DISCLOSURES

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached (Annexure I) and forms part of this report.

CORPORATEGOVERNANCE

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance. A report on corporate governance along with the statutory auditors certificate and a management discussion and analysis report forms part of this annual report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of employees are set out in Annexure II to the DirectorsReport.

EMPLOYEE RELATIONS

Employee relations were cordial during the year and the Board would like to place on record its appreciation to all the employees of the Company fortheirdedicated services and performance in qualitative and quantitative parameters.

ACKNOWLEDGMENTS:

Your Directors express their gratitude to all investors, customers, vendors, banks and regulatory and governmental authoritiesfortheircontinued support.

For and on behalf of the Board of Directors

Mr. B. Malla Reddy Mr. P. A. Chitrakar

Managing Director COO

Hyderabad 27th April, 2011

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Mar 31, 2010

The Directors take great pleasure in presenting their report along with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL PERFORMANCE

(in Rs lacs)

PARTICULARS 2009-10 2008-09

Sales 10678 11682

Profit before depreciation 2221 2799

Depreciation 1119 847

Profit before tax 1102 1952

Provision for taxation 286 500

Profit after tax 816 1452

Dividend (in percentage) 25 25

EPS (in Rs) 1.32 2.68

Paid up Equity Share capital 1083 1081

Reserves 11723 11262

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

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.50/- per equity share of Rs.2/- for the financial year 2009-10. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose name appear on the register of members of the Company as on 30th September, 2010.

TRANSFER TO RESERVES

Your Directors have proposed to transfer Rs 75 lcas to the General Reserve retaining Rs 320 lacs in the Profit and Loss account.

DEPOSITS

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS

During the year Dr Shiban K Koul has been elected as Chairman of the Company.

In accordance with the provisions of the Companies Act, 1956, Mrs C Prameelamma, and Mr J Venkatadas Directors retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to directors who are to be re-appointed are furnished in the Corporate Governance section.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

The Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS REGARDING SUBSIDIARY COMPANY

The audited accounts of Komoline Electronics Private Limited, subsidiary of the company, along with the statement required under Section 212 of the Companies Act, 1956 is annexed.

AUDITORS

The Statutory Auditors M/s Amar & Raju, Chartered Accountants, Hyderabad, retire at this Annual General Meeting. The Company is in receipt of confirmation from the Statutory Auditors that in the event of their reappointment as Statutory Auditors of the Company at ensuing Annual General Meeting, such reappointment will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

As regard Auditors observations, relevant notes on accounts are self explanatory and therefore, do not call for any further comments.

DISCLOSURES

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached (Annexure I ) and forms part of this report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance. A report on corporate governance along with the statutory auditors’ certificate and a management discussion and analysis report forms part of this annual report.

EMPLOYEE STOCK OPTION SCHEME

During the year, 4,06,800 options were exercised and equivalent number of Equity shares were issued and allotted under the Scheme.

The disclosures as required under Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure II to this report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended the names and other particulars of employees are set out in Annexure III to the Directors’ Report.

EMPLOYEE RELATIONS

Employee relations were cordial during the year and the Board would like to place on its appreciation to all the employees of the Company for their dedicated services and performance in qualitative and quantitative parameters.

ACKNOWLEDGMENTS

Your Directors express their gratitude to all investors, customers, vendors, banks and regulatory and governmental authorities for their continued support.

For and on behalf of the Board of Directors

Date 30 April 2010 B MALLA REDDY PA CHITRAKAR

Place Hyderabad Managing Director CEO