Director Report

Dear Shareholders,

Your directors have pleasure in presenting the 27th Annual Report of your Company together with the Audited Statements of Accounts for the Year ended March 31, 2023.

The summary of Standalone and Consolidated Financial Results for the Year ended March 31, 2023:

During the year under review, the Board of Directors declared and paid Interim Dividend of 1.25/- (125%) per equity share. Further your directors have recommended a Final Dividend of 2.25/- per equity share for the financial year ended March 31, 2023 subject to approval of shareholders in the ensuing Annual General Meeting. With the above, the total dividend for the year under review would be 3.50/- (350%) per equity share as compared to 3.00/- (300%) total dividends paid in the previous year. Interim Dividend Paid for the FY 2022 -2023 along with the Final Dividend, if approved in the ensuing Annual General Meeting Shall be about 855 Millions compared to 603 Millions absorb in the previous year.

The dividend recommended is in accordance with the Company's policy on dividend distribution. The said policy is available on the website of the Company as can be accessed at https://astralltd.com/wpcontent/uploads/2023/01/1668401922_policy_on_dividend_distribution.pdf

No amount is proposed to be transferred to the reserves during the year under review.

Consolidated Revenue from Operations has increased by 17% from 43,940 Millions to 51,585 Millions.

Consolidated EBIDTA has increased by 6% from 7,883 Millions to 8,351 Millions.

Consolidated Profit Before tax (before exceptional items) has decreased by 5% from 6,485 Millions to 6,170 Millions.

Consolidated Profit After tax has decreased by 6% from 4,904 Millions to 4,595 Millions.

During the year under review, your Company has increased its installed capacity of plumbing business by 2.78% from 282338 MT to 290176 MT. Sales volume of pluming business has increased from 149569 M.T. to 177628 M.T.

Your Directors are pleased to inform that during the year under review, your Company issued 6,71,52,893 bonus equity shares of 1/- each in the ratio of 1:3. Accordingly, the paid-up share capital of the Company was increased from 2,014,58,679 to 26,86,11,572.

During the year under review, the Board of Directors approved the Scheme of Amalgamation of subsidiaries of your Company viz. Resinova Chemie Limited and Astral

Biochem Private Limited with the Company. The Hon'ble National Company Law Tribunal, Bench at Ahmedabad has sanctioned Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with the Company and their respective shareholders and creditors, vide order dated September 5, 2022, under section 230 to 232 of the Companies Act, 2013 read with rules made thereunder. The Company has received the certified copy of the NCLT order sanctioning Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with the Company and their respective shareholders and creditors and the same has been filed with the Registrar of Companies on September 6, 2022. Accordingly, the Scheme of Amalgamation has become effective September 6, 2022.

As a part of your Company's strategy to expand its product portfolio under building material segment, the Board of Directors of your Company in their meeting held on April 29, 2022 approved to acquire 51% controlling equity stake in Operating Paint Business of Gem Paints Private Limited. Gem Paint Private Limited is a Company incorporated under the provisions of the Companies Act 1956 having its registered office at Bangaluru and is in the business of manufacturing and supply of various types of paints coatings, products related to home decor, industrial paints and in all types of chemicals, essences, enamels, polishes, distempers, colours etc. Accordingly, your Company entered into definitive agreements with Gem Paints Private Limited and its shareholders. As per the agreements, your Company initially invested 194 Crores in Gem Paints Private Limited by subscribing to Optionally Convertible Debentures (OCDs) equivalent to value of 51% equity stake of Operating Paint business of Gem Paints on June 21, 2022. The Operating Paint Business of Gem Paints Private Limited is proposed to be demerged to a wholly owned subsidiary of Gem Paints Private Limited viz. Esha Paints Private Limited with an Appointed Date of April 1, 2022. Upon the completion of demerger, your Company shall acquire 51% equity shares of Esha Paints Private Limited against the redemption of OCDs. The name of Esha Paints Private Limited is proposed to be changed to Gem Paints Private Limited under the demerger scheme. The Company has appointed majority directors on the Board of Gem Paints Private Limited and Esha Paints Private Limited and control is established in terms of the aforesaid Debenture Subscription Agreement. Accordingly, Gem Paints Private Limited and Esha Paints Private Limited have become subsidiaries of the Company respectively in terms the applicable provisions of the Companies Act, 2013. The Scheme of Arrangement involving Demerger is currently pending with the National Company Law Tribunal, Bangalore, for its approval.

During the year under review, the Board of Directors of your Company decided to enter into the business of faucets and sanitaryware and related products. The Company plans to set up multiple channel-partnership based showrooms in major cities across the country in the coming year.

As at March 31, 2023, your Company had 3 direct subsidiaries, 3 step down subsidiary and 1 joint venture Company. During the year under review, Gem Paints Private Limited (including its subsidiary companies viz. Esha Paints Private Limited and Enterprise Software and Technology Services Private Limited) become Subsidiary of the Company. The Company does not have any Change in Associate or Joint Venture at the end of the year.

The highlights of performance of subsidiaries of your Company have been discussed and disclosed under the Management Discussion and Analysis section of the Annual Report. The statement containing salient features of the financial statement of subsidiary/joint venture (associate) Company including contribution of subsidiary/joint venture Company to the overall performance of the Company and in in terms of the revenue and profit in the prescribedformatFormAOC-1asper te from M/s SRBC & CO.Certifica Companies (Accounts) Rules, 2014 is attached to the financial statements of the Company

In accordance with Section 136 of the Companies Act, 2013, including consolidated the audited financial financial statements and audited accounts of each of the subsidiary are available on https://astralltd.com/wp-content/ uploads/2023/06/Financial-Subsidiaries-2022-2023.pdf These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

The Company has formulated policy for determining “Material Subsidiaries”. The said policy can be accessed at https:// astralltd.com/wp-content/uploads/2023/01/1668401356_ material_subsidiary_policy.pdf As on March 31, 2023.

During the year under review, the authorised share capital of the Company has been increased from . 21,05,00,000/- to 26,85,00,000/- on account of the Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with the Company. Further, your Company has altered “Capital Clause” of Articles of Association of the Company vide Shareholders Resolution passed at the Extra Ordinary General Meeting held on March 3, 2023 and the Authorised Share Capital has been further increased from . 26,85,00,000/- to . 50,00,00,000/-.

Further, during the year under review, the Company's paid-up equity share capital increased from 20,09,20,181/- to 26,86,11,572/- upon allotment of 5998 shares on account of Employee Stock Option Scheme, allotment 5,32,500 Shares as per the Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited and allotment of 6,71,52,893 on account of Bonus issue.

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies

Act, 2013, Listing (Obligations and Disclosure Requirement) Regulations 2015 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors' Report.

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors' Report.

A Separate report on Corporate Governance along with Chartered Accountants, on Compliance with conditions of Corporate Governance as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a part of this Annual report.

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at https://astralltd.com/wp-content/ uploads/2023/01/1668402390_vigil_mechanism__whistle_ blower_policy.pdf

Pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) ‘'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information“ (“Fair Disclosure Code”) incorporating a policy for determination of “ Legitimate Purposes” as per Regulation 8 and Schedule A to the said regulations and (2) “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said regulations.

Business Responsibility and Sustainability Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this

Directors' Report

Your Company's manufacturing facilities, properties, equipment and stocks are adequately insured against all major risks. The Company has also taken Directors' and Officers' Liability Policy to provide coverage against the liabilities arising on them.

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 rules framed there under.

Astral is a leading manufacturer of Chlorinated Poly Vinyl Chloride (CPVC) and Poly Vinyl Chloride (PVC) plumbing systems for residential and industrial use. The Company has a commanding market share in the domestic CPVC and PVC pipe industry. In addition to being a leader in the piping segment, it has also expanded into the adhesives and sealants segment, infrastructure products, and water tanks. The Company intends to make strong inroads into the paints, faucets and sanitaryware segments this year, transforming itself into a comprehensive home building material player. The Company has an extensive presence in India and across the globe through its subsidiaries.

There are no other material changes or commitments occurring after March 31, 2023, which may affect the financial position of the Company or may require disclosure.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to formulate annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Projects approved by the board are disclosed on the website of the Company https://astralltd.com/wp-content/ uploads/2023/01/1668401244_csr_policy.pdf

During the year under review, your Company has spent 91.26 Millions i.e. 2% of average net profit of last three financial on CSR activities as per applicable statutory provisions.

Annual Report on CSR activities carried out by the Company during FY 2022-23 is enclosed as Annexure?A to this report.

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the of the Company for that period;

c) The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SRBC & CO. LLP, Chartered Accountants were re-appointed as Auditors of your Company for a Second term of five years at the Annual General Meeting held on August 29, 2022. The Auditors have confirmed that they are not disqualified from continuing as Auditors of your Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification,

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments and thereof), your Company has maintained cost records in respect of plastic & polymers activity and the same is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s V. H Savaliya & Associates, Cost Accountants to audit the cost accounts of your Company for the financial of 0.25 Million. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to M/s V. H Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the Financial year 2022-23 will be submitted to the Central Government in due course.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. Monica Kanuga, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2022-23. Secretarial Audit Report for FY 2022-23 is enclosed as Annexure B to this report.

The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.

The Risk Management Policy of your Company provides for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company's operations in future.

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a Separate Meeting held on February 7, 2023. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee. Based on performance of the board as a whole and its committees were proactive, effective to the goals of the Company.

Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm's length basis. There were no materially significanttransactionswithrelatedpartiesduringthefinancial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and the same can be accessed at https://astralltd.com/wp-content/ uploads/2023/01/1668402161firelated_partyfitransaction_ policy_astral.pdf The details of the transactions with Related Party are provided in the accompanying financial statements.

The Board of Directors met 8(Eight) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Mr. Sandeep Engineer was re-appointed as Managing Director of your Company w.e.f. April 1, 2022 by the Board of Directors in their meeting held on February 4, 2022. Subsequently approval of Shareholders was obtained by passing special resolution through postal ballot dated June 25, 2022.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Jagruti Engineer is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Chetas Desai was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. February 7, 2023. The Shareholders of the Company at their Extra Ordinary General Meeting held on March 3, 2023 appointed him as an Independent Director of the Company, not liable to retire by rotation and to hold office for an initial term of five consecutive years effective from February 7, 2023.

Mr. Dhinal Shah was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. February 7, 2023. The Shareholders of the Company at their Extra Ordinary General Meeting held on March 3, 2023 appointed him as an Independent Director of the Company, not liable to retire by rotation and to hold office for an initial term of five consecutive years effective from February 7, 2023.

The Board is of the view that Mr. Chetas Desai and Mr. Dhinal Shah are meeting the criteria with regard to integrity, expertise & experience (including proficiency in their respective areas).

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on May 15, 2023 appointed Mr. Kairav Engineer as an Additional Director liable to retire by rotation and Whole-Time Director - Whole-Time Key Managerial Personnel of the Company for a period of five years w.e.f. July 1, 2023 subject to approval of the Shareholders at the ensuing Annual General Meeting.

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on May 15, 2023 appointed Mr. Hiranand Savlani as an Additional Director liable to retire by rotation and Whole-Time Director of the Company in addition to act as Chief Financial Officer- Whole-Time Key Managerial Personnel of the Company for a period of five years w.e.f. July 1, 2023 subject to approval of the Shareholders at the ensuing Annual General Meeting.

The requisite particulars in respect of Directors seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Directors) Rules, 2014.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

During the year under review, Mr. Krunal Bhatt resigned as Company Secretary w.e.f September 30, 2022. Mr. Manan Bhavsar was appointed as Company Secretary w.e.f October 1, 2022.

The Board of Directors has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. Salient features of Nomination and Remuneration Policy have been disclosed in Corporate Governance Report. The same is available on the website of https://astralltd.com/wp-content/uploads/2023/01/1668401393_nomination_and_ remuneration_policy.pdf.

With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

Your Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website at https://astralltd.com/wp-content/ of uploads/2022/12/doc03856120230619093132.pdf.

Your Company approved formulation of Employee Stock Option Scheme (‘ESOS') viz. Astral Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October, 2015 which was further amended vide shareholders resolution passed in 24^th Annual General Meeting held on August 21, 2020. The said scheme is administered by the Nomination and Remuneration Committee for the benefit of the employees of the Company. During the year under review, an aggregate of 15,996 stock options (After Bonus Adjustment) at an exercise price of 22.50/- per share (After Bonus Adjustment) were granted to eligible employees. Further, during the year, the eligible employees were allotted 5,998 equity shares at an exercise price of 30/- per share.

There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 and (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The certificate of Secretarial Auditor regarding implementation of Scheme shall be made available for inspection of members in electronic mode at AGM. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at https://astralltd.com/wp-content/uploads/2022/12/ESOS-SEBI-Disclosure-2023.pdf

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-C to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the MembersattheRegisteredOffice of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to co@astralltd.com.

The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-D to the Report.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review: i) Issue of equity shares with differential dividend, voting or otherwise.

ii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director of the Company.

iv) Change in the nature of business of the Company.

v) Issue of debentures/bonds/warrants/any other convertible securities.

vi) Details of any application filed for under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

vii) Instance of one-time settlement with any Bank or Financial Institution.

ix) Statement of deviation or variation in connection with preferential issue.

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your Directors place on record their sincere appreciation for significant their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.