Dear Members,

Your Directors have pleasure in presenting the 32^nd Annual Report of your Company along with the Audited Financial Statement for the year ended March 31, 2025.

Following is the analysis of the standalone financial statements of the Company during the year under review:

The financial year 2024-25 was a year of satisfactory performance by the Company and the Second year in venturing into pharmaceutical bulk and Intermediates business.

During the year, the revenue from operations increased from Rs. 2364.77/ - Lacs to Rs. 6423.10/- Lacs, recorded a growth of 171.64% in comparison to the revenue from previous financial year. Profit after Tax (PAT) recorded increase of 1039.20% from Rs. 78.47 Lacs to 892.53 Lacs due to commencement of Bulk drug business by the company.

The Astal Laboratories Limited (formerly Macro International Limited) have done considerable progress in the company in terms of Business, Investments, Net worth and market capitalization. The company's focuses totally on to production of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting Materials / Intermediates.

Highlights of Company's performance is covered in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

The Board of Directors not recommend any Dividend for the F.Y 2024-25 and decides use the surplus in the P&L account for increased working capital needs.

Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) provides that the dividend that has remained unclaimed or unpaid for a period of seven years is to be transferred to Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the IEPF.

In your company there is no outstanding dividend. During the year under review and the Company has not transferred any amount to the IEPF account as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The Company does not propose to transfer any amount to general reserves.

There has been no change in the line or nature of business that the Company is operating in during the year under review.

During the year under review, the Company does not have any Subsidiaries, Joint Venture or Associate Companies.

Company has not accepted any deposits from the public, during the year under review.

The annexed financial statements for the Financial Year 2024-25 and corresponding figures for 2023-24 comply in all material aspects with the Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified from time to time.

As on the date of this report, there are no material changes and commitments affecting the financial position of the company have occurred.

Annual Return as required under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on website of the company and can be accessed at https:/ / astallabs.com/

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement it is confirmed 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. Such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 2024-25 and of the profit of the company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

e. That internal financial control were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Authorised share Capital of the Company is Rs. 20,00,00,000.00/- Divided into 20,000,000 equity shares of Rs. 10 each and the Paid-up share capital of the company is Rs. 9,83,00,700.00/- divided into 98,30,070 Shares of Rs. 10 each.

During the year under review the Company has allotted through preferential allotment basis 37,29,930 warrants convertible in equal number of equity shares upon exercise the option to conversion within eighteen months.

The Company has only one class of Equity Share having a par value of Rs. 10/-each holder of share is entitled to one vote per share with same rights.

During the Year 2024-25, the company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and employee stock option.

Shares of company have been listed on Bombay Stock Exchange.

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Sathuluri & Co., Chartered Accountants (Firm Registration No. 006383S), were appointed as Statutory Auditors of the Company for a further term of 5 (Five) years to hold office from the conclusion of 29^th Annual General Meeting of the Company held on 30^th September, 2022 until the conclusion of the 34th Annual General Meeting to be held for the financial year 2026-27.

The Report given by M/s. Sathuluri & Co., Chartered Accountants (Firm Registration No. 006383S), Statutory Auditors on the financial statement of the Company for the year 2024-2025 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards Report.

The Report of the Statutory Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31^st March, 2025 are self-explanatory and therefore do not call for any further comments.

b. SECRETARIAL AUDITORS

The Board has appointed M/s Mahendra Prakash Khandelwal & Co., Practicing Company Secretaries, Jaipur as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 20242025. The Report of the Secretarial Auditor is annexed to the Report as per "Annexure I".

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Secretarial Audit Report.

Further, pursuant to recent amendments in the Regulation 24A of SEBI LODR Regulations, the Company is required to appoint a Secretarial Auditor for a term of five consecutive years.

The Company has received consent from M/s Mahendra Khandelwal & Co., a peer Reviewed Company Secretary firm to act as the Secretarial Auditor of the Company from the FY 2025-26 to 2029-30, along with the certificate confirming his eligibility.

The Board of Directors on the recommendation of the Audit Committee Meeting held on May 19, 2025, subject to the approval of the members, appointed M/s Mahendra Khandelwal & Co., Company Secretaries as the Secretarial Auditor of the Company for a period of five years from FY 2025-26 to FY 2029-30.

Accordingly, the board recommends to the members appointment of M/s Mahendra Khandelwal & Co., as the Secretarial Auditors of the Company for a term of five consecutive years. A resolution seeking approval of appointment of secretarial auditor forms part of the Notice convening the ensuing Annual General Meeting.

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

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

a. Independent Directors and their Declaration of Independence

The Board of the Company as on March 31, 2025 consisted of 7 directors out of which 4 are independent directors.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

a. Composition of Board of Director as on 31^st March 2025 and changes during the year

The Board of the Company as on March 31, 2025 consists of 7 directors out of which 4 are independent directors, one is Whole Time Director and two are non-Executive directors.

b. Re-Appointment of Directors Retiring by Rotation:

The Independent Directors and Whole-Time Director hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. Out of the remaining Non-Executive/ Non-Independent Directors, in accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mrs. Ravikanti Shailaja (DIN: 07629653) is liable to retire by rotation and being eligible, offer his candidature for reappointment as Director.

Changes in Composition of the Board of Directors During the year under review

Mr. Birendrakumar Sahoo (DIN: 06737993) was appointed as Non-Executive Independent Director of the company w.e.f. 24/05/2024.

Dr. Julius Paul Reinhard Paschke (DIN: 10819043) was appointed as Non-Executive Independent Director of the company w.e.f. 21/12/2024.

c. Changes in Composition of the Board of Directors after the end of Financial Year: NIL

The Audit Committee comprises of Independent Directors namely Shri Radhakishore Pandrangi (DIN: 06664969) (Independent Director and Chairman), Smt. Hemachakrapani Bangaraiahgari (Independent Director) and Smt. Ravikanti Shailaja (Non-Executive NonIndependent Director) as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

The Nomination and Remuneration Committee comprises of Mr. Radhakishore Pandrangi (Independent Director) (Chairman), Smt. Hemachakrapani Bangaraiahgari (Independent Director) and Smt. Ravikanti Shailaja (NonExecutive Non Independent Director) as other Member.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

The Stakeholders Relationship Committee comprises of Shri Radhakishore Pandrangi (Independent Director) (Chairman) Smt. Ravikanti Shailaja (Non-Executive NonIndependent Director) and Smt. Hemachakrapani Bangaraiahgari (Independent Director) as other Member.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

The Corporate Social Responsibility Committee comprises of Mr. Mr. Sudheer Karna Kankanala (Chairman) and Mrs. Ravikanti Shailaja and Mr. Birendrakumar Sahoo as members of the Committee.

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations with the Stock Exchange. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance misrepresentation of any Financial Statements and Reports.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of energy:

The operations of the Company involve low energy consumption. The Company has ensured that adequate measures are being taken to conserve energy.

b. Technology Absorption:

The particulars regarding Technology absorption are: NIL

c. Foreign exchange earnings and Outgo:

During the financial year 2024-25, following meetings were convened:

The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The formal Board evaluation as mandated under the Companies Act and Listing Regulations has been carried out during the year.

There was no instance of one-time settlement with any Bank or Financial Institution.

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees.

During the year under review,

(a) Number of complaints of sexual harassment received: NIL

(b) Number of complaints disposed: NA

(c) Number of cases pending for more than ninety days: NA

During the period under review, The Company has complied with the provisions relating to the Maternity Benefit Act, 1961

The company has established a vigil mechanism for grievances redressal of director and employees of the company which will help in reporting genuine concerns or grievances of directors and employees.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the Company's website at https:/ /astallabs.com/ .

During the year under review the Company was not falling under the class of companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility were not applicable on the Company.

Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement.

Related party transactions, if any, pursuant to the SEBI LODR Regulations, were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2024-25 are detailed in the Notes to Accounts of the Financial Statements. The particulars of contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under the proviso thereto have been disclosed in Form No. AOC -2, as Annexure -II.

The statement containing particulars in terms of Section v197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure III to the Board's Report.

None of the employee is in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. The company has not employed any employee for any post that has paid remuneration in excess of Rs. 1,02,00,000/- per annum or in excess of Rs. 8,50,000/- per month.

The Nomination & Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel and senior management personnel of the Company. The committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board, committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration Policy is attached as Annexure IV and is also available on the Company's website at https://astallabs.com/ .

The Company has its Risk Management Policy to identify and deal with the risks and threats that could impact the organization. Risk Management Policy is available for inspection at the Registered Office of the Company during business hours on any working day.

The Company has proper place and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

a. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows

• Code for Disclosure of Unpublished Price Sensitive Information

• Code of Conduct for Insider Trading

• Policy on Related Party Transactions

• Code of Conduct for Directors and Senior Management Personnel

• Whistle Blower Policy

We firmly believe that employee motivation, development and engagement are key aspect of good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.