To,

The Members,

Your Directors have pleasure in presenting their 08th 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

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.

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.

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:

Draft Red Herring Prospectus (DRHP) filed with SEBI in August 2024

Red Herring Prospectus (RHP) and Prospectus filed in May 2025

Successful listing on the BSE SME Platform in June 2025

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.

Change in Directorship and Key Managerial Personnel (kmp)

Change in Key Managerial Personnel (kmp)

During the period following the financial year, the Company witnessed certain changes in its Key Managerial Personnel, as detailed below:

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.

1.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.

11. DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENT PERSONNEL (SMP)

During the financial year, there are following changes in directorship : Appointment:

Resignation:

During the financial year, there are following changes in KMP : Appointment:

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.

During the financial year, there are following changes in SMP : Appointment:

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.

16. MEETINGS

The Board of Directors met 29 Times during the Financial Year 2024-25. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

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 30th 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