Directors Report of Astonea Labs Ltd.

Mar 31, 2026

Your Directors are pleased to present the Board''s Report in accordance with the provisions of the Companies Act 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("Listing Regulations"). The Report sets out the audited financial results and key developments relating to the Company for the financial year ended 31^st March. 2026 ("FY 2026"), as well as events occurring up to the date of the Board Meeting held on 24^thJuly, 2026, at which this Report was approved.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Comoanv''s financial oerformance for the financial vear ended 31^s: March. 2026:

(Amount in Lakhs)
PARTICULARS	For the Financial Year Ended 2025-26	For the Financial Year Ended 2024-25
Revenue from Operations	737304	9751.83
Other Income	5'' 99	18.93
Total Income	14,810.43	9,770.77
Profit before Finance Cost. Depreciation and Tax	1,387.46	1,530.85
Finance Cost	326.28	365.61
Depreciation and Amortization	499.03	458.13
Profit Before Tax(PBT)	562.15	707.11
Current Tax	169.24	198.84
Deferred Tax	(58.61)	(26.79)
Profit After Tax (PAT)	451.52	535.05

2. STATE OF COMPANY''S AFFAIR

During the financial year 2025-26, the Company recorded a Profit Before Tax (PBT) of Rs. 562.15 lakhs as against Rs. 707.11 lakhs in the previous financial year 2024-25. The Profit After Tax (PAT) stood at Rs. 451.52 lakhs, compared to Rs. 535.05 lakhs in FY 2024-25.

The consolidated financial statements for the financial year 2025-26 have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the relevant Accounting Standards. There is no material difference between the standalone and consolidated financial performance of the Company, with the Profit After Tax (PAT) being Rs. 451.52 lakhs on a standalone basis and Rs. 451.55 lakhs on a consolidated basis for the year under review.

The financial performance of the Company reflects its continued focus on operational efficiency and prudent financial management amidst the prevailing business environment. Your Directors remain committed to strengthening the Company''s growth prospects and creating long-term value for all stakeholders.

3. CHANGE IN THE NATURE OF BUSINESS /MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

The Board notes that the period subsequent to the financial year-end has not witnessed any material developments or commitments that would impact the Company’s financial position or modify the nature of its business. The Company remains firmly positioned in the manufacturing domain of pharmaceuticals and cosmetic products.

4. DIVIDEND

During the year under review, the Board considers it prudent to retain the profits to fund the Company''s growth initiatives and, therefore, has not proposed any dividend for the financial year ended 31st March, 2026.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

The Company has not declared or distributed any dividend during the financial year. Accordingly, the provisions of Section 125(2) of the Companies Act, 2013, pertaining to the transfer of unclaimed dividend to the Investor Education and Protection Fund (IEPF), are not applicable for the year under review.

6. TRANSFER TO RESERVE

The Board, after due deliberation and careful consideration of the Company’s financial position and future outlook, has resolved not to transfer any amount to reserves for the financial year under review. Instead, the entire profits have been retained within the Company to be deployed towards strategic initiatives and growth-oriented opportunities aimed at strengthening longterm financial stability and value creation. This decision reflects a prudent and forward-looking approach to capital management.

7. SIGNIFICANT EVENTS OCCURRED DURING THE REPORTING PERIOD

During the reporting period, several significant events and activities took place that contributed to the smooth functioning, growth, and overall development of the organization/project. These events reflected the continuous efforts made towards achieving operational objectives, improving efficiency, and maintaining effective coordination among all stakeholders. Various important decisions, initiatives, meetings, inspections, and developmental activities were carried out during this period, which had a positive impact on the progress and performance of the organization. The following section highlights the major events and noteworthy developments that occurred during the reporting period.

A. LISTING ON STOCK EXCHANGE

During the reporting period, the Company achieved a significant corporate milestone with the successful listing of its Equity Shares on the BSE SME Platform on 03rd June, 2025. The listing marked the Company''s transition into a publicly traded entity and represented an important step in its long-term growth and expansion journey. The successful completion of the Initial Public Offer (“IPO") enhanced the Company''s visibility, strengthened its corporate reputation, and reinforced investor confidence in the Company’s business model and future prospects.

The listing on the stock exchange has provided the Company with access to wider capital markets and created a strong platform for raising financial resources to support its strategic initiatives, business expansion plans, operational growth, and long-term objectives. The Board of Directors believes that the listing shall further improve corporate governance standards, transparency, and stakeholder value creation.

The IPO and listing process was completed in compliance with applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable regulatory requirements. The key milestones achieved during the process are summarized below:

• Filing of Draft Red Herring Prospectus (DRHP) with SEBI in August 2024;

• Filing of Red Herring Prospectus (RHP) and Prospectus in May 2025; and

• Successful listing of the Equity Shares on the BSE SME Platform in June 2025.

Consequent to the IPO, the paid-up equity share capital of the Company increased from Rs.7.60 Crore to Rs.10.51 Crore on account of the fresh issue of equity shares to the public. The capital raised through the IPO has strengthened the Company''s financial position and enhanced its capability to undertake future growth opportunities, operational expansion, product development initiatives, and strategic investments.

B. INCORPORATION OF WHOLLY-OWNED FOREIGN SUBSIDIARY

During the year under review, the Company incorporated a wholly-owned foreign subsidiary under the name and style of Astonea LLC in Sheridan, Wyoming, United States of America ("USA"), pursuant to the Certificate of Incorporation dated 25th January, 2026. Upon incorporation, Astonea LLC became a wholly-owned foreign subsidiary of the Company.

The incorporation of the foreign subsidiary forms part of the Company''s strategic vision to strengthen its international presence and

expand its operations in overseas markets. The subsidiary has been incorporated with the objective of carrying on the business activities relating to pharmaceuticals, food supplements, and cosmetics in the United States market and other international jurisdictions.

The Board believes that the establishment of the wholly-owned subsidiary shall facilitate global business expansion, improve market accessibility, strengthen international business relationships, and create long-term growth opportunities for the Company. The subsidiary is expected to support the Company''s export-oriented initiatives and enhance its ability to cater to international customers in a more efficient and structured manner.

The investment in the wholly-owned subsidiary has been made through subscription to 100% membership interests in cash consideration, thereby ensuring complete ownership and control by the Company. Since the entity is newly incorporated, no turnover details are presently applicable.

C. ACQUISITION OF IMMOVABLE PROPERTY

During the reporting period, the Company acquired immovable property situated at Village Haripur, Tehsil Raipur Rani, District Panchkula, Haryana -134204, through execution and registration of the Sale Deed on 13th February, 2026.

The acquired property comprises a land parcel measuring approximately 1 Acre, bearing Khasra Nos. 45//15/1 (1 -8) and 15/2(6-12), for an aggregate consideration of Rs.2.00 Crore, excluding applicable stamp duty, registration charges, taxes, and incidental expenses.

The acquisition has been undertaken as part of the Company''s long-term expansion strategy and is intended to facilitate enhancement of manufacturing capacity, plant operations, and factory infrastructure. The Board of Directors had duly reviewed and approved the acquisition considering the anticipated growth in business operations and future production requirements.

The Board believes that the acquisition of the said land parcel will provide strategic operational advantages and support the Company''s future expansion plans, thereby contributing positively towards sustainable business growth and value creation for stakeholders.

D. VARIATION IN OBJECTS OF THE INITIAL PUBLIC OFFER (IPO)

During the year under review, the Members of the Company approved a variation in the objects of the Initial Public Offer ("IPO"). as originally disclosed in the Prospectus dated 30th May. 2025. The approval was accorded through a Special Resolution passed at the Extraordinary General Meeting held on 27th March, 2026, in compliance with the provisions of Section 27 of the

Companies Act, 2013 and Regulation 59 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

As on 26th February, 2026, an amount of Rs.8.08 Crore remained unutilized out of the IPO proceeds. Out of the said amount, Rs.6.25 Crore was approved for reallocation towards acquisition of equity stake in Damaira Pharmaceuticals Private Limited. The variation constituted approximately 16.59% of the total IPO proceeds.

The proposed variation was approved by the Board of Directors at its meeting held on 27th February, 2026, and thereafter approved by the shareholders through the Extraordinary General Meeting held on 27th March, 2026. The Company complied with ail applicable legal and regulatory requirements relating to disclosure, shareholder approval, remote e-voting, and voting procedures.

The reallocation of IPO proceeds was undertaken with the objective of making a strategic investment in Damaira Pharmaceuticals Private Limited to strengthen the Company''s business position, expand product offerings, access new markets, and create operational synergies. The Board believes that the said strategic investment shall contribute positively towards long-term business growth, diversification of revenue streams, and enhancement of shareholder value.

The Company further confirms that there were no dissenting shareholders in respect of the aforesaid variation and accordingly, the requirement of providing an exit opportunity did not arise under the applicable provisions of law.

E. ACQUISITION OF EQUITY STAKE IN DAMAIRA PHARMACEUTICALS PRIVATE LIMITED

During the reporting period, the Company acquired approximately 25.74% of the issued, subscribed, and paid-up equity share capital of Damaira Pharmaceuticals Private Limited as part of its strategic expansion initiatives within the pharmaceutical sector.

The Board of Directors had approved the proposed acquisition at its meeting held on 03rd December, 2025, and the shareholders subsequently approved the proposal at the Annual General Meeting held on 27th December, 2025, authorizing acquisition of up to 33.33% equity stake in the target company.

Pursuant to the approvals received and consequent upon the approved variation in IPO objects, the Company invested an aggregate amount of Rs.6.25 Crore for acquisition of 52,00,000 equity shares of Damaira Pharmaceuticals Private Limited at an issue price of Rs.12.02 per share, including premium.

The investment was made based on the valuation report issued by an independent registered valuer, namely M/s Jhamb & Associates, who determined the fair value of the equity shares under the Net Asset Value (NAV) method in accordance with applicable valuation principles.

Damaira Pharmaceuticals Private Limited is engaged in the pharmaceutical business and reported an approximate turnover of Rs.82.48 Crore as per its latest audited financial statements. The acquisition is expected to create long-term strategic and operational synergies, strengthen the Company''s presence in the pharmaceutical sector, and provide opportunities for expansion into new product categories and markets.

The Board believes that the aforesaid acquisition aligns with the Company''s long-term strategic objectives and will contribute towards sustainable growth, improved operational efficiencies, and enhanced stakeholder value in the coming years.

8. SIGNIFICANT EVENTS SUBSEQUENT TO THE REPORTING PERIOD

PJ.RE_INCJDENJ_AT_M^

Subsequent to the Balance Sheet date, an inadvertent fire incident occurred during the morning hours of 27th April, 2026 at the Company''s manufacturing facility situated at Village Haripur, Tehsil Raipur Rani. District Panchkula, Haryana - 134204. The incident was promptly brought under control by the on-site safety personnel in coordination with the local fire authorities. No loss of life or human injury was reported.

Based on the preliminary assessment carried out by the management, the estimated loss arising from the fire incident is approximately Rs. 9.39 crores. The insurance claim in respect of the said loss is yet to be filed with the insurance company and is subject to assessment and approval by the insurer. The affected assets and inventories are adequately insured.

The Company is in the process of assessing the extent of damage to property, plant and machinery, inventories, and other operational assets. Production activities at the affected unit were temporarily suspended as a precautionary measure, and restoration activities are underway. The management believes that the fire incident has not materially impacted the fundamental operations of the Company and does not affect the Company''s ability to continue as a going concern.

In accordance with Accounting Standard (AS) - 4, "Contingencies and Events Occurring After the Balance Sheet Date", the aforesaid fire incident is considered a non-adjusting event occurring after the Balance Sheet date, as it does not relate to conditions existing at the Balance Sheet date. Accordingly, no adjustment has been made to the accompanying financial statements in respect of the said event. However, considering its material nature, appropriate disclosure has been made in the financial statements.

AWARP_RECpmiTJON

The Company has been honoured with the prestigious “Vibhushan Samman - Certificate of Honour" by the Institute for Social Reforms and Higher Education Charitable Trust (ISRHE). The award was conferred upon Astonea Labs Limited under the category of “Visionary Organization in Pharmaceutical Sciences & Innovation" in recognition of the Company''s exemplary dedication, academic excellence, and professional commitment in the pharmaceutical sector.

The award was presented at Punjab Vidhan Sabha, Chandigarh in the gracious presence of Hon''ble Sardar Kultar Singh Sandhwan, Speaker, Punjab Vidhan Sabha. The Board places on record its appreciation for the continued efforts and dedication of the management and employees which contributed towards this achievement.

9. CHANGE IN CORPORATE STATUS/ NAME

The Company has not undergone any change in its name during the financial year 2025-26. However, it is pertinent to note that the Company achieved a significant milestone by attaining a listing on the BSE SME Platform in June 2025, thereby formalizing its status as a publicly traded entity. This listing enhances the Company''s visibility and credibility in the capital markets and provides an important avenue to mobilize resources to support its strategic growth and longterm business objectives.

10. SHARE CAPITAL

The Company''s Authorised Share Capital stands at Rs.11,50,00,000/-, divided into 1,15,00,000 equity shares of Rs. 10/- each. During the year under review, the Company successfully completed an Initial Public Offering (IPO), mobilizing additional capital from public investors. As a result, the Paid-up Share Capital increased to Rs. 10,51,10,000/-, representing 1,05,11,000 equity shares of Rs. 10/- each from was Rs. 7,60,00,000/-, comprising 76,00,000 equity shares of Rs. 10/- each. , marking a significant milestone in the Company''s evolution as a publicly listed entity. This capital infusion strengthens the Company''s financial position and enhances its ability to fund strategic growth initiatives and long-term business objectives.

11. WEB LINK OF ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company has been duly placed at www.astonea.org/https://astonea.org/annual-returns.

13. DIRECTOR''S IDENTIFICATION NUMBER (DIN)

The Board confirms that all serving Directors possess valid Director Identification Numbers (DINs). The Company and its Directors have adhered to the requirements laid down under the Companies (Appointment and Qualification of Directors) Rules, 2014.

14. UNSECURED LOAN FROM DIRECTORS

The Company had unsecured loans aggregating to Rs.556.41 lakhs from its Directors and their relatives as at the beginning of the financial year. During the financial year 2025- 26, the Company has made partial repayments towards such unsecured loans, including repayment of Rs.4.56 lakhs to Mr. Ashish Gulati (Managing Director), Rs.97.00 lakhs to Mr. Harsh Gulati, and Rs.104.1 5 lakhs to Mrs. Usha Gulati, who are relatives of a Director and had previously served as Directors of the Company up to 9th October, 2023.

15. PARTICULARS OF EMPLOYEES

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the ratio of remuneration of Directors and Key Managerial Personnel, percentage increase in remuneration, number of permanent employees and other prescribed remuneration-related disclosures, are annexed to this Annual Report and form part of this Board''s Report.

The Company further confirms that the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to disclosure of particulars of employees are not applicable to the Company for the financial year ended 31st March, 2026.

16. REGISTRAR AND SHARE TRANSFER AGENTS

During the year under review, KFin Technologies Limited acted as the Registrar and Share Transfer Agent of the Company, handling the management of share registry, transfers, and related shareholder services.

17. MEETINGS

The Board of Directors met 13 Times during the Financial Year 2025-26. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

18. FRAUD REPORTING UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of the Companies Act, 2013, and in accordance with the report submitted by the statutory auditors for the financial year 2025-26, it is confirmed that no instances of fraud, misappropriation, or financial irregularities have been observed or reported.

The Board further affirms that adequate internal controls and governance mechanisms are in place to safeguard the Company''s assets and to prevent any potential fraudulent activities.

19. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company undertook significant strategic initiatives aimed at strengthening its domestic and international presence in the pharmaceutical sector. In furtherance of its global expansion plans, the Company incorporated a wholly-owned foreign subsidiary under the name and style of Astonea LLC in Sheridan, Wyoming, United States of America ("USA"), pursuant to the Certificate of Incorporation dated 25th January, 2026. Upon incorporation, Astonea LLC became a wholly-owned foreign subsidiary of the Company. The subsidiary has been established with the objective of carrying on business activities relating to pharmaceuticals, food supplements, and cosmetics in the United States market and other international jurisdictions. The Board believes that the establishment of the wholly-owned subsidiary will facilitate global business expansion, improve market accessibility, strengthen international business relationships, and support the Company''s export-oriented initiatives by enabling it to cater to international customers in a more efficient and structured manner.

Further, during the reporting period, the Company acquired approximately 25.74% of the issued, subscribed, and paid-up equity share capital of Damaira Pharmaceuticals Private Limited as part of its strategic expansion initiatives within the pharmaceutical sector. The Board of Directors had approved the proposed acquisition at its meeting held on 03rd December, 2025, and the shareholders subsequently approved the proposal at the Annual General Meeting held on 27th December, 2025, authorizing acquisition of up to 33.33% equity stake in the target company. Pursuant to the approvals received and consequent upon the approved variation in IPO objects, the Company invested an aggregate amount of Rs.6.25 Crore for acquisition of 52,00,000 equity shares of Damaira Pharmaceuticals Private Limited at an issue price of Rs.12.02 per share, including premium. The investment was made based on the valuation report issued by the independent registered valuer, M/s Jhamb & Associates, who determined the fair value of the equity shares under the Net Asset Value (NAV) method in accordance with applicable valuation principles.

20. STATUTORY AUDITOR & AUDIT REPORT

At the Annual General Meeting held on 30^c'' September, 2023, M/s AVNISH SHARMA & ASSOCIATES, Chartered Accountants, Panchkula having FRN: 009398N was appointed as Statutory Auditor for a period of five years to hold office till the conclusion of the Annual General Meeting of the Company for the financial year 2027-28.

Further the Statutory Auditors of the Company have submitted Auditor''s Report for the financial year ended 31.03.2026. The Statutory Auditors'' Report for the financial year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The observations made by the Auditors in their Report and the Notes to the Financial Statements are self-explanatory and do not require any further clarification or comments

21. COST AUDIT & AUDIT REPORT

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are applicable to the Company. Accordingly, the Company is required to maintain cost records and have them audited by a qualified Cost Auditor.

In compliance with the aforesaid provisions, the Board of Directors has appointed Mr. Mukesh Kumar Gupta of M/s Balwinder & Associates, Cost Accountants, Chandigarh (Firm Registration No. 000201), as the Cost Auditors of the Company for the financial year 2025-26 to audit the cost records maintained by the Company.

The remuneration payable to the Cost Auditors was ratified by the shareholders at the Extra-Ordinary General Meeting ("EGM") held on 27th March, 2026, in accordance with the provisions of Section 148(3) of the Companies Act, 2013.

22. SECRETARIAL AUDIT & AUDIT REPORT

The Board of Directors has appointed M/s S. V. Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report, issued in Form MR-3,was received by the Company on 26th May, 2026 will be annexed to this Annual Report in compliance with the statutory requirements.

The Board further affirms that M/s S. V. Associates have confirmed their consent, eligibility, and independence to undertake the said audit.

23. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s Goyal Rohit & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27.

The Internal Auditors are entrusted with the responsibility of reviewing and assessing the adequacy and effectiveness of the Company''s internal control systems, financial reporting mechanisms, and operational processes. Their observations and recommendations are periodically presented to the Audit Committee and the Board for review, ensuring that corrective measures are taken, and internal governance is strengthened.

The Board confirms that M/s Goyal Rohit & Associates possess the requisite expertise, independence, and professional credentials to carry out their duties effectively for the financial year 2025-26

During the financial year 2025-26, the Internal Auditors submitted their reports for the half-yearly periods ended 30th September, 2025 and 31st March, 2026. dated 3rd November, 2025 and 14th May, 2026, respectively. The reports were duly reviewed by the Audit Committee and the Board of Directors.

24. COMMITTEES OF THE BOARD

During the financial year 2025-26, the Board constituted several specialized Board-level committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These committees were established to strengthen the Company''s corporate governance framework, ensure effective oversight, and facilitate compliance with applicable statutory and regulatory requirements. The constitution of such committees reflects the Company''s commitment towards transparency, accountability, and the adoption of robust governance practices for efficient management and long-term organizational growth.

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013, the rules framed thereunder, and Regulation 18(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part C of Schedule II of the SEBI LODR Regulations. The Committee was constituted pursuant to a resolution passed at the meeting of the Board held on 3rd April 2024.

The primary role of the Audit Committee is to oversee the Company''s financial reporting process, internal controls, risk management, and compliance with applicable laws and regulations.

The Company Secretary cum Compliance Officer of the Company acts as the Secretary to the Audit Committee and is responsible for ensuring that the Committee functions in compliance with the statutory requirements and regulatory framework

The Audit Committee continues to provide guidance and oversight to ensure transparency, integrity, and accuracy in the Company''s financial and operational reporting processes.

The Company has constituted a Stakeholders'' Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as well as Regulation 20(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part D of Schedule II of the SEBI LODR Regulations. The Committee was constituted vide resolution passed at the meeting of the Board held on 3rd April 2024.

The purpose of the Stakeholders'' Relationship Committee is to ensure the effective resolution of grievances of all stakeholders, including shareholders, debenture holders, and other investors, in a timely and transparent manner. The objectives of the Committee include:

1. Monitoring and addressing shareholder grievances such as transfer, transmission, dematerialization of shares, and non-receipt of dividends, annual reports, etc.

2. Ensuring compliance with the provisions of the Companies Act, SEBI Regulations, and other applicable laws concerning investor services.

3. Strengthening investor relations by providing a platform for stakeholders to raise their concerns and ensuring their resolution efficiently.

4. Reviewing and suggesting measures for improving the quality of investor services and overall shareholder satisfaction.

The Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as well as Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part D of Schedule II of the SEBI LODR Regulations. The Committee was constituted vide resolution passed at the meeting of the Board held on 3rd April 2024 and reconstituted on 15th January 2025.

The purpose of the Nomination and Remuneration Committee is to ensure that the Company has a structured and transparent framework for nomination and remuneration of Directors, Key Managerial Personnel (KMPs), and senior management. The objectives of the Committee include:

1. Identifying and recommending candidates for appointment as Directors, KMPs, and senior management.

2. Formulating the criteria for performance evaluation of the Board, its committees, and individual Directors.

3. Recommending remuneration policies and packages for Directors, KMPs, and other employees in line with the Company''s strategy and regulatory requirements.

4. Ensuring transparency and fairness in remuneration and alignment with the long-term interests of the Company and its stakeholders.

The Company Secretary cum Compliance Officer of the Company shall act as the Secretary of the Stakeholders'' Relationship Committee.

The Company has constituted a Corporate Social Responsibility (CSR) Committee pursuant to the provisions of Section 135 of the Companies Act. 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and other applicable laws and regulations, including any statutory modifications or re-enactments for the time being in force. The Committee was constituted pursuant to a resolution passed at the Board meeting held on 3rd April 2024 and reconstituted on 6^th February 2026.

The CSR Committee is responsible for formulating and recommending the Company''s CSR Policy, overseeing CSR activities, and monitoring the implementation of CSR programs in accordance with statutory requirements and the Company''s objectives of social responsibility.

The Company Secretary cum Compliance Officer of the Company acts as the Secretary to the CSR Committee, ensuring the Committee functions in compliance with statutory requirements and effectively implements CSR initiatives.

25. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

26. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

27. RISK MANAGEMENT POLICY

The Company continues to review and enhance its Risk Management Policy to ensure alignment with evolving operational needs and regulatory expectations. During the reporting period, the framework was under active evaluation, and appropriate risk-management practices were applied as required. The Company has not identified any significant risks that may threaten its existence, and its operations continue to be closely monitored and supervised by its directors.

28. 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 such significant and material orders which have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

29. DEPOSITS

The Company has not accepted any deposits during the period under review.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given loans, guarantees or provided securities during the financial year under review. However, during the financial year 2025-26, the Company made strategic investments aggregating to Rs. 625.61 lakhs. The Company invested Rs. 625.00 iakhsin Damaira Pharmaceuticals Private Limited, an Associate Company, on 30th March 2026, and Rs. 0.61 lakhs in Astonea LLC, its Wholly Owned Foreign Subsidiary, on 26th January 2026. These investments were made in line with the Company''s growth strategy and business objectives.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Form AOC 2 Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form No. AOC-2, are annexed to this Report.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure, and harassment-free workplace for all its employees and has adopted a zero-tolerance approach towards any form of sexual harassment, discrimination, or misconduct.

The Company has implemented a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also constituted an Internal Complaints Committee (”ICC") as required under the said Act.

The Company continues to ensure a safe and inclusive workplace environment and remains committed to compliance with all applicable statutory requirements relating to prevention of sexual harassment at the workplace.

33. VIGIL MECHANISM

The Company recognizes the importance of a Vigil Mechanism for reporting unethical practices, fraud, or violations of the Company’s Code of Conduct, in accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, the Company has formulated a Vigil Mechanism / Whistleblower Policy to provide directors, employees, and other stakeholders with a confidential and secure mechanism to report genuine concerns, unethical practices, or any instances of misconduct without fear of retaliation.

34. DETAILS OF ESOP

The Company has not instituted or issued any Employee Stock Option Scheme to its employees or directors to date. Accordingly, there are no options granted, outstanding, or exercisable under any ESOP framework as of the reporting date.

36. COMPLIANCE WITH MATERNITY BENFIT ACT

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act 2017, and other applicable statutory requirements relating to maternity benefits. The Company continues to provide eligible female employees with the prescribed maternity leave and benefits, while ensuring protection of their employment rights, seniority, and statutory entitlements during and after the period of maternity leave.

The Company also acknowledges the provisions relating to maternity benefits under the Code on Social Security, 2020, to the extent applicable, and remains committed to maintaining a supportive, inclusive, and gender-friendly workplace environment for its employees.

37. DOWNSTREAM INVESTMENT

During the financial year 2025-26, the Company made downstream investments in line with its strategic business objectives. The Company acquired approximately 25.74% equity stake in Damaira Pharmaceuticals Private Limited, thereby making it an Associate Company. Further, the Company incorporated Astonea LLC as its Wholly Owned Foreign Subsidiary

during the year.

38. ANNUAL PERFORMANCE REVIEW

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, and that of the individual Directors.

The performance evaluation was carried out based on a structured evaluation framework covering various aspects, including the composition of the Board and its Committees, effectiveness of Board processes, quality of deliberations, participation and contribution of Directors, governance practices, strategic guidance, and oversight functions. The Board expressed its satisfaction with the overall performance and effectiveness of the Board, its Committees, and the individual Directors.

39. DIRECTORS RETIRING BY ROTATION

In accordance with Section 152(6) of the Companies Act, 2013 and the provisions of the Company''s Articles of Association, Ms. Pooja Singh is liable to retire by rotation at the forthcoming Annual General Meeting for the financial year 2025-26.

The Board of Directors, excluding the retiring director, has recommended his re-appointment, subject to the approval of the shareholders, in line with statutory requirements and best corporate governance practices.

40. PROHIBITION ON INSIDER TRADING

The Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Company has implemented a Code of Conduct for Prevention of Insider Trading, which regulates the trading of shares and securities by directors, employees, and designated persons who may have access to unpublished price-sensitive information (UPSI).

The Company has also implemented the Policy for Determination of Legitimate Purpose and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code ensures that:

1. No insider trades in the Company''s securities while in possession of UPSI.

2. Proper disclosure of holdings and trading by directors, KMPs, and designated persons is maintained.

3. All stakeholders are aware of their responsibilities to maintain confidentiality of sensitive information.

4. Mechanisms are in place for monitoring, reporting, and taking action in case of any breach.

The Company remains committed to maintaining transparency, fairness, and compliance with regulatory requirements regarding insider trading.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy:

It is the regular process of the company to conserve the energy and safe the electricity consumption and have installed LED lights. The Company motivates to switch off the lights/electrical appliances when there is no use. Since, the company is not energy intensive, the scope of conservation of energy is low. There is no capital investment made specifically with the motive to conserve the energy.

b) Technology Absorption:

The company is regularly improving its services/ manufacturing capabilities with the help of new means of technology. Your Company is committed to provide the best services/ quality of products to its clients with the help of latest technology, which is reasonable, according to the size of the Company. No expenditure has been incurred for research & development or purchase of technology.

c) Foreign Exchange Earnings/ Outgo:

Earnings	NIL
Outgo	NIL

42. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134

of the Companies Act. 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(0 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) (a)The Company has adequate internal financial controls with reference to the Financial Statements in place and the same were operating effectively during the financial year under review; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

45. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme are available on the website of the Company at https://astonea.org/corporate-governance-poHicies-and-ethical-frameworks

46. BOARD DIVERSITY

Your Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy, which sets out the approach to the diversity of the Board of Directors. The said Policy is available on the Company''s website at https://astonea.org/corporate-governance-pollicies-and-ethical-frameworks

47. SUCCESSION PLAN

Your company has an effective succession planning mechanism focusing on the orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in conjunction with the Board.

48. BOARD POLICIES

The various policies that the Board has approved and adopted in accordance with the requirements set forth by the Act and the SEBI Listing Regulations can be accessed at our website at httpsi//astjmea^org&pj;pjLraJjL-goYej^

49. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Annual Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during the financial year ended 31^sC March. 2026.

50. RELATED PARTY TRANSACTIONS

Considering the scale, nature, and global scope of the Company''s operations, transactions with related parties form an integral part of its business activities and are undertaken in the ordinary course of business. The Company has adopted a Policy on Materiality of and Dealing with Related Party Transactions, which has been approved by the Board of Directors. The said policy is available on the Company''s website at https://astonea.org/corporate-governance-pjpJJjcjes^a^

51. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the Company is available on the website of the Company and can be accessed through the web link at https://astonea.org/csr.The Annual report on CSR activities, which contains details of expenditures incurred by the Company and brief details on the CSR activities, annexed to this report.

52. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

53. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company''s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

The Corporate Governance Report and the certificate from the Company’s auditors, as stipulated in Schedule V of the Listing Regulations, are not applicable to the company.

Further, the Business Responsibility and Sustainability Report (BRSR) as prescribed under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 is not applicable to the Company for the financial year ended 31st March. 2026.

54. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere thanks and gratitude for the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.

Your Directors'' place on record their sincere appreciation of the contributions made by the employees at all levels through their hard work, dedication, solidarity and support. Their dedication and competence have ensured that the Company continues to be a leading player.

---

Mar 31, 2025

Your Directors have pleasure in presenting their 08^th Annual Report of

Astonea Labs Limited (formerly known as Astonea Labs Private Limited) on the business

and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Amount in Lakhs)
PARTICULARS	For the Financial Year Ended 2024-25	For the Financial Year Ended 2023-24
Revenue from Operations	9751.83	8019.09
Other Income	18.93	9.76
Total Income	9770.77	8028.86
Total Income before Finance Cost, Depreciation	1530.85	662.85
Finance Cost	365.61	295.98
Depreciation	458.13	366.87
Profit Before Tax(PBT)	707.11	537.85
Current Tax	198.84	162.77
Deferred Tax	(26.79)	(31.93)
Profit After Tax (PAT)	535.05	407.01

2. STATE OF COMPANY''S AFFAIR

During the financial year 2024-25, the Company registered a significant improvement in financial performance, recording a Profit Before Tax (PBT) of Rs. 707.11 lakhs, as against Rs. 537.85 lakhs in FY 2023-24, representing a growth of 31.47%. Profit After Tax (PAT) rose to Rs. 535.05 lakhs, compared to Rs. 407.01 lakhs in the previous year, achieving a 31.46% increase. This upward trajectory underscores the Company''s strategic efforts in strengthening operational efficiencies, optimizing cost structures, and maintaining consistent revenue growth.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY/MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

The Board notes that the period subsequent to the financial year-end has not witnessed any material developments or commitments that would impact the Company''s financial position or modify the nature of its business. The Company remains firmly positioned in the manufacturing domain of pharmaceuticals and cosmetic products.

4. DIVIDEND

The Board notes that the period subsequent to the financial year-end has not witnessed any material developments or commitments that would impact the Company''s financial position or modify the nature of its business. The Company remains firmly positioned in the manufacturing domain of pharmaceuticals and cosmetic products.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

The Company has not declared or distributed any dividend during the financial year. Accordingly, the provisions of Section 125(2) of the Companies Act, 2013, pertaining to the transfer of unclaimed dividend to the Investor Education and Protection Fund (IEPF), are not applicable for the year under review.

6. TRANSFER TO RESERVE

The Board of Directors of your company has not decided to transfer any amount to the General Reserves for the financial year under review.

7. material/ significant events subsequent to the reporting period

The Directors have reviewed all events occurring after the close of the financial year on 31st March 2025 and up to the date of signing of this Board Report. The Board has examined whether any such events have a material impact on the Company''s financial position, operations, or future outlook and, accordingly, whether they require disclosure or adjustments in the financial statements as per applicable accounting standards and regulatory requirements.

Listing on Stock Exchange

Subsequent to the conclusion of the financial year, the Company attained a major corporate milestone by achieving a listing on the BSE SME Platform in June 2025, thereby formalizing its transition into a publicly traded entity. This listing represents a significant step in the Company''s growth trajectory, enhancing its visibility, credibility, and investor confidence in the capital markets. Furthermore, it provides the Company with a robust platform to mobilize financial resources to support its strategic growth initiatives, expansion plans, and long-term business objectives.The process of listing followed a structured regulatory and procedural timeline:

As a direct consequence of the Initial Public Offering (IPO), the paid-up share capital of the Company increased from Rs. 7.60 crore to Rs. 10.51 crore, reflecting the issuance of additional equity shares to the public. This capital infusion not only strengthens the financial position of the Company but also enhances its capacity to fund future growth, operational expansion, and strategic initiatives.

It is pertinent to note that the appointment of Mr. Ankit Kapoor as Company Secretary and Compliance Officer, with effect from 3rd December 2025, is currently placed before the Board for its approval.

The Board places on record its appreciation for the valuable contributions of outgoing KMPs and welcomes the newly appointed personnel, confident that their expertise will support the Company''s governance, regulatory compliance, and strategic objectives.

8. CHANGE IN CORPORATE STATUS/ NAME

The Company has not undergone any change in its name during the financial year 2024-25. However, it is pertinent to note that the Company was converted from a Private Limited Company to a Public Limited Company on 11th January 2024, consequent to which the name changed from Astonea Labs Private Limited to Astonea Labs Limited.

Subsequent to the conclusion of the financial year, the Company achieved a significant milestone by attaining a listing on the BSE SME Platform in June 2025, thereby formalizing its status as a publicly traded entity. This listing enhances the Company''s visibility and credibility in the capital markets and provides an important avenue to mobilize resources to support its strategic growth and long-term business objectives.

9. SHARE CAPITAL

The Company''s Authorised Share Capital stands at Rs. 11,50,00,000/-, divided into 1,15,00,000 equity shares of Rs. 10/- each. During the financial year 2024-25, the Paid-up Share Capital was Rs. 7,60,00,000/-, comprising 76,00,000 equity shares of Rs. 10/- each.

Subsequent to the close of the financial year, the Company successfully completed an Initial Public Offering (IPO), mobilizing additional capital from public investors. As a result, the Paid-up Share Capital increased to Rs. 10,51,10,000/-, representing 1,05,11,000 equity shares of Rs. 10/-each, marking a significant milestone in the Company''s evolution as a publicly listed entity. This capital infusion strengthens the Company''s financial position and enhances its ability to fund strategic growth initiatives and long-term business objectives.

10. WEB LINK OF ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the financial year 2024-25 has been duly placed at www.astonea.org.

Resignation:

There were no resignations by any Key Managerial Personnel during the financial year 2024-25. However, subsequent to the close of the financial year, Mrs. Avneet Kaur, Company Secretary and Compliance Officer of the Company, tendered her resignation on 5th June 2025.

12. DIRECTOR''S IDENTIFICATION NUMBER (DIN)

The Board confirms that all serving Directors possess valid Director Identification Numbers (DINs). The Company and its Directors have adhered to the requirements laid down under the Companies (Appointment and Qualification of Directors) Rules, 2014.

13. UNSECURED LOAN FROM DIRECTORS

During the financial year 2024-25, the Company had unsecured loans totaling Rs. 556.41 lakhs from its Directors and their relatives. This includes loans from Mr. Harsh Gulati and Mrs. Usha Gulati, who are relatives of a Director and held directorships until 9th October 2023, amounting to Rs. 551.85 lakhs, and from Mr. Ashish Gulati, amounting to Rs. 4.56 lakhs. All such loans were extended on mutually agreed terms and in full compliance with the provisions of the Companies Act, 2013.

14. PARTICULARS OF EMPLOYEES

The Company did not have any employee drawing remuneration in excess of limits specified under section 197(12) of the Companies Act, 2013 read with companies (Appointment and Remuneration of Managerial Personnel) rules, 2014. Therefore, the information to be furnished under this section is NIL.

15. REGISTRAR AND SHARE TRANSFER AGENTS

During the year under review, KFin Technologies Limited acted as the Registrar and Share Transfer Agent of the Company, handling the management of share registry, transfers, and related shareholder services.

17. FRAUD REPORTING UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of the Companies Act, 2013, and in accordance with the report submitted by the statutory auditors for the financial year 2024-25, it is confirmed that no instances of fraud, misappropriation, or financial irregularities have been observed or reported. The Board further affirms that adequate internal controls and governance mechanisms are in place to safeguard the Company''s assets and to prevent any potential fraudulent activities.

18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the financial year 2024-25, the Company did not have any subsidiary, joint venture, or associate entity. As such, there are no disclosures required under this head, and the provisions relating to consolidation or related reporting are not applicable to the Company for the year under review.

19. STATUTORY AUDITOR & AUDIT REPORT

At the Annual General Meeting held on 30^th September, 2023, M/s AVNISH SHARMA & ASSOCIATES, Chartered Accountants, Panchkula having FRN: 009398N was appointed as Statutory Auditor for a five periods to hold office till the conclusion of the Annual General Meeting of the Company for the financial year 2027-18.

Further the Statutory Auditors of the Company have submitted Auditor''s Report for the financial year ended 31.03.2025. The Statutory Auditors'' Report for the financial year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The observations made by the Auditors in their Report and the Notes to the Financial Statements are selfexplanatory and do not require any further clarification or comments

20. COST AUDIT & AUDIT REPORT

During the year under review, KFin Technologies Limited acted as the Registrar and Share Transfer Agent of the Company, handling the management of share registry, transfers, and related shareholder services. The remuneration payable to the Cost Auditors shall be ratified by the shareholders at the ensuing Annual General Meeting, as required under Section 148(3) of the Act.

21.SECRETARIAL AUDIT & AUDIT REPORT

The requirement to conduct a Secretarial Audit under Section 204 of the Companies Act, 2013, was not applicable to the Company in the preceding financial years. Consequent to the Company''s listing on the BSE SME Platform, the provisions relating to Secretarial Audit have now become applicable for the first time for the financial year 2024-25.

In view of the above, the Board of Directors has appointed M/s S. V. Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report, issued in Form MR-3, will be annexed to this Annual Report in compliance with the statutory requirements.

The Board further affirms that M/s S. V. Associates have confirmed their consent, eligibility, and independence to undertake the said audit.

22. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s Goyal Rohit & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditors are entrusted with the responsibility of reviewing and assessing the adequacy and effectiveness of the Company''s internal control systems, financial reporting mechanisms, and operational processes. Their observations and recommendations are periodically presented to the Audit Committee and the Board for review, ensuring that corrective measures are taken, and internal governance is strengthened.

The Board confirms that M/s Goyal Rohit & Associates possess the requisite expertise, independence, and professional credentials to carry out their duties effectively for the financial year 2024-25.

23. COMMITTEES OF THE BOARD

In view of the Company''s strategic objective to undertake an Initial Public Offering (IPO), the Board, during the financial year 2024-25, constituted several specialized Board-level committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These committees were formed to ensure comprehensive corporate governance, strict compliance with applicable statutory and regulatory requirements, and effective oversight of all aspects of the IPO process. The establishment of these committees underscores the Company''s commitment to transparency, accountability, and adoption of best practices in corporate governance in preparation for its transition into a publicly listed entity

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013, the rules framed thereunder, and Regulation 18(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part C of Schedule II of the SEBI LODR Regulations. The Committee was constituted pursuant to a resolution passed at the meeting of the Board held on 3rd April 2024.

The primary role of the Audit Committee is to oversee the Company''s financial reporting process, internal controls, risk management, and compliance with applicable laws and regulations.

The Company Secretary cum Compliance Officer of the Company acts as the Secretary to the Audit Committee and is responsible for ensuring that the Committee functions in compliance with the statutory requirements and regulatory framework.

The Audit Committee continues to provide guidance and oversight to ensure transparency, integrity, and accuracy in the Company''s financial and operational reporting processes.

STAKEHOLDER''S RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholders'' Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as well as Regulation 20(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part D of Schedule II of the SEBI LODR Regulations. The Committee was constituted vide resolution passed at the meeting of the Board held on April 03, 2024.

The purpose of the Stakeholders'' Relationship Committee is to ensure the effective resolution of grievances of all stakeholders, including shareholders, debenture holders, and other investors, in a timely and transparent manner. The objectives of the Committee include:

1. Monitoring and addressing shareholder grievances such as transfer, transmission, dematerialization of shares, and non-receipt of dividends, annual reports, etc.

2. Ensuring compliance with the provisions of the Companies Act, SEBI Regulations, and other applicable laws concerning investor services.

3. Strengthening investor relations by providing a platform for stakeholders to raise their concerns and ensuring their resolution efficiently.

4. Reviewing and suggesting measures for improving the quality of investor services and overall shareholder satisfaction.

NOMINATION AND REMUNERATION COMMITTEE

Our Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as well as Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part D of Schedule II of the SEBI LODR Regulations. The Committee was constituted vide resolution passed at the meeting of the Board held on April 03, 2024.

The purpose of the Nomination and Remuneration Committee is to ensure that the Company has a structured and transparent framework for nomination and remuneration of Directors, Key Managerial Personnel (KMPs), and senior management. The objectives of the Committee include:

1. Identifying and recommending candidates for appointment as Directors, KMPs, and senior management.

2. Formulating the criteria for performance evaluation of the Board, its committees, and individual Directors.

3. Recommending remuneration policies and packages for Directors, KMPs, and other employees in line with the Company''s strategy and regulatory requirements.

4. Ensuring transparency and fairness in remuneration and alignment with the long-term interests of the Company and its stakeholders.

CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and other applicable laws and regulations, including any statutory modifications or re-enactments for the time being in force. The Committee was constituted pursuant to a resolution passed at the Board meeting held on 3rd April 2024.

The CSR Committee is responsible for formulating and recommending the Company''s CSR Policy, overseeing CSR activities, and monitoring the implementation of CSR programs in accordance with statutory requirements and the Company''s objectives of social responsibility

The Company Secretary cum Compliance Officer of the Company acts as the Secretary to the CSR Committee, ensuring the Committee functions in compliance with statutory requirements and effectively implements CSR initiatives.

24. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

25. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

26. RISK MANAGEMENT POLICY

The Company does not have written Risk Management Policy as the elements of risk threatening the Company''s existence is very minimal as the company is being managed and closely supervised by its directors. The Company has not identified any element of risk which may threaten the existence of the Company.

27. 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 such significant and material orders which have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

28. DEPOSITS

The Company has not accepted any deposits during the period under review.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any investments, given guarantees or provided securities during the financial year under review. However, the company has given loan during the financial year. Therefore, company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same have been given in the notes 26 to the Financial Statements

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Form AOC 2 Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I in Form No. AOC 2 is attached

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

During the year under review, there were no cases filed pursuant to the Sexual Harassment

32. VIGIL MECHANISM

The Company recognizes the importance of a Vigil Mechanism for reporting unethical practices, fraud, or violations of the Company''s Code of Conduct, in accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has not yet formulated a formal Vigil Mechanism / Whistleblower Policy.

However, the Board is in the process of establishing a policy to ensure that directors, employees, and other stakeholders have a confidential and secure channel to report genuine concerns without fear of retaliation.

The Company aims to implement the policy at the earliest, in line with statutory requirements and best practices of corporate governance.

33. DETAILS OF ESOP

The Company has not instituted or issued any Employee Stock Option Scheme to its employees or directors to date. Accordingly, there are no options granted, outstanding, or exercisable under any ESOP framework as of the reporting date.

34. GENDER WISE COMPOSITION OF EMPLOYEES

The Company recognizes the importance of diversity and inclusion in the workplace. The gender-wise composition of employees as on 31.03.2025 is as follows:GenderNumber of EmployeesPercentage of Total Employees

The Company is committed to promoting gender diversity, equal opportunity, and an inclusive work environment across all levels of the organization.

35. COMPLIANCE WITH MATERNITY BENFIT ACT

The Company has fully complied with all provisions of the Maternity Benefit Act, 1961, and its amendments. All eligible female employees are granted the prescribed maternity leave and benefits, and their employment rights, seniority, and statutory entitlements are duly protected during and after the period of leave. The Company continues to promote a supportive and inclusive work environment for its female workforce.

36. DOWNSTREAM INVESTMENT

The Company has not made any downstream investments in the reporting period. No funds have been invested in any subsidiary, associate, joint venture, or other entity during the year.

37. ANNUAL PERFORMANCE REVIEW

As per Section 134(3)(p) of the Companies Act, 2013, a formal annual evaluation of the performance of the Board, its committees, and individual directors is mandatory for listed companies and public companies with a paid-up share capital of Rs. 25 crore or more. During the financial year 2024-25, the Company was not listed, and therefore, the provisions of Section 134(3)(p) did not apply, and no formal performance evaluation was carried out. With the Company becoming listed in the financial year 2025-26, a formal Board and committee performance evaluation process will be adopted in compliance with statutory requirements and corporate governance best practices.

38. DIRECTORS RETIRING BY ROTATION

In accordance with Section 152(6) of the Companies Act, 2013 and the provisions of the Company''s Articles of Association, Mr. Pardeep Singh is liable to retire by rotation at the forthcoming Annual General Meeting for the financial year 2024-25.

The Board of Directors, excluding the retiring director, has recommended his re-appointment, subject to the approval of the shareholders, in line with statutory requirements and best corporate governance practices.

39. PROHIBITION ON INSIDER TRADING

The Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Company has implemented a Code of Conduct for Prevention of Insider Trading, which regulates the trading of shares and securities by directors, employees, and designated persons who may have access to unpublished price-sensitive information (UPSI).The Code ensures that:

1. No insider trades in the Company''s securities while in possession of UPSI.

2. Proper disclosure of holdings and trading by directors, KMPs, and designated persons is maintained.

3. All stakeholders are aware of their responsibilities to maintain confidentiality of sensitive information.

Mechanisms are in place for monitoring, reporting, and taking action in case of a ny breach.

The Company remains committed to maintaining transparency, fairness, and compliance with regulatory requirements regarding insider trading.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy:

It is the regular process of the company to conserve the energy and safe the electricity consumption and have installed LED lights. The Company motivates to switch off the lights/electrical appliances when there is no use. Since, the company is not energy intensive, the scope of conservation of energy is low. There is no capital investment made specifically with the motive to conserve the energy.

b) Technology Absorption:

The company is regularly improving its services/ manufacturing capabilities with the help of new means of technology. Your Company is committed to provide the best services/ quality of products to its clients with the help of latest technology, which is reasonable, according to the size of the Company. No expenditure has been incurred for research & development or purchase of technology.

c) Foreign Exchange Earnings/ Outgo:
Earnings	Rs. 15,083
Outgo	NIL

41. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section

134 of the Companies Act, 2013, shall state that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) 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 at the end of the financial year and of the profit and

(c) 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.

(d) the directors had prepared the annual accounts on a going concern basis.

(e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

44. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

45. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company''s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

46. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere thanks and gratitude for the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders

Your Directors'' place on record their sincere appreciation of the contributions made by the employees at all levels through their hard work, dedication, solidarity and support. Their dedication and competence have ensured that the Company continues to be a leading player.