Asston Pharmaceuticals Ltd Directors Report

During the year under review, the performance of your Company was as under:

The gross sales and other income for the financial year under review were Rs. 2561.02 lakhs as against Rs. 1628.27 lakhs in the previous year, recording a growth of nearby 57.28% The profit before tax was Rs. 501.60 lakhs for the financial year under review as against Rs. 325.01 lakhs for the previous financial year.

The profit after tax for the financial year under review was Rs. 385.28 lakhs as against Rs. 243.12 lakhs for the previous financial year.

The Company was originally incorporated as “Asston Pharmaceuticals Private Limited” a private limited company under the Companies Act, 2013 (“the Act”) with the Registrar of Companies (“ROC”), Mumbai pursuant to Certificate of Incorporation dated April 16, 2019. Subsequently, the Company was converted into Public Limited Company and name of Company was changed from “Asston Pharmaceuticals Private Limited” to “Asston Pharmaceuticals Limited” pursuant to a special resolution passed by shareholders on June 17, 2024 and a fresh certificate of incorporation was issued by the Central Processing Centre, Manesar dated August 29, 2024.

There was no change in the nature of business of the Company during the financial year.

There has been no change in the financial year of the Company. The financial statements have been prepared for the year ended March 31, 2025.

The Board of Directors remains committed to expanding the companys business lines and maximizing shareholder returns. To support the companys long-term growth initiatives, which necessitate substantial resources, the Board has decided not to recommend a dividend for the financial year under review. This decision aligns with our strategic focus on reinvesting earnings to drive sustainable growth and enhance the overall value for our shareholders.

During the period subsequent to the closure of the financial year and up to the date of this Report, the Company has successfully come out with its Initial Public Offer (IPO). Pursuant to the IPO, the Company has issued 22,41,000 equity shares of 10 each, aggregating face value to 2,24,10,000. The IPO has resulted in the infusion of fresh capital into the Company, thereby strengthening its financial position and enhancing its growth prospects. This constitutes a material change affecting the financial position of the Company after the close of the financial year.

During the year under review, the Company was not required to transfer any funds to the Investor education and protection Fund

Your Board doesnt propose to transfer any amount to General Reserve for the financial year ended on March 31, 2025.

10.DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has no Subsidiary / Associate / Joint Venture Company during or at the end of the reporting period.

11.DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

Your Company maintains an optimum combination of executive and non-executive Directors in compliance with the applicable law, as amended from time to time. The Board of Directors of the Company as on March 31, 2025, comprises:

Key Managerial Personnel:

The Key Managerial Personnel of the Company as on March 31, 2025, are:

Changes during the period under review:

During the financial year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel, further the changes that took place up to the date of approval of Board report are also provided below:

12.RETIREMENT BY ROTATION

Mrs. Saili Jayaram More, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for reappointment, in accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company. Necessary resolution of her reappointment and relevant details as required under the SEBI (Listing Obligations and Disclosure Requirements), 2015 (hereinafter referred as “SEBI (LODR) Regulations”) and Secretarial Standards on General Meetings issued by ICSI are included in the notice convening the AGM and in the Explanatory Statement thereof, which form part of the notice of AGM.

13.ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the financial year under review, the following alterations were made to the Memorandum and Articles of Association of the Company pursuant to approvals obtained from the shareholders through Extra-Ordinary General Meetings:

A. Increase in Authorized Share Capital

The Authorized Share Capital of the Company was increased, and accordingly, Clause V of the Memorandum of Association was amended as under:

B. Change of Name

The name of the Company was changed from “Asston Pharmaceuticals Private Limited” to “Asston Pharmaceuticals Limited” following its conversion from private limited company to a public limited company. Consequent to this change, the name clauses in the Memorandum and Articles of Association were amended w.e.f 29^th August, 2024.

C. Adoption of New Set of Articles of Association

Following the conversion of the Company from a private limited company to a public limited company, a new set of Articles of Association, suitable for a public company, was adopted by the shareholders vide special resolution passed at the Extra-Ordinary General Meeting held on May 13, 2024.

14.CHANGE IN CAPITAL STRUCTURE

The Authorized Share Capital as on March 31, 2025 was Rs, 11,00,00,000 (Eleven Crore), comprising of 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- each and The Issued, paid up & Subscribed Equity Share Capital as on March 31,2024 was Rs. 6,27,13,600 (Six Crore Twenty-Seven Lakhs Thirteen Thousand Six Hundred), comprising of 62,71,360 (Sixty-Two Lakhs Seventy-One Thousand Three Hundred Sixty) Equity Shares of Rs. 10/- each.

During the year under review: a. the Company has issued and alloted the 5487440 Equity Shares of Rs. 10 Each by way of Bonus Issue. b. the company has increased its authorized share capital from INR 1,00,00,000 (Rupees One Crore Only) comprising 10,00,000 (Ten Lakhs) Equity Shares of INR 10 (Rupees Ten) each to INR

11,00,00,000 (Rupees Eleven Crores Only) comprising 1,10,00,000 (One Crore and ten lakhs) Equity Shares of Rs.10 (Rupees Ten) each by the creation of additional authorized share capital of Rs. 10,00,00,000/- (Rupees Ten Crore), divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each c. the Company has not issued shares with differential voting rights. d. the company has not undertaken any of the following transactions.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013, your Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and of the profits of the Company for that period;

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

iv. They have prepared the annual accounts on a going concern basis;

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

16. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND

EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the financial year, the company has appointed two directors, Mr. Rishabh Kumar Jain and Mrs. Vijaya E Shahapurkar, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold highest standards of integrity.

17. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. Further, all necessary declarations with respect to independence have been received from all the Independent Directors and along with the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that Independent Directors of the Company fulfil the conditions of independence specified in the Act and that they are independent of the management.

18.FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has implemented a familiarization programme for Independent Directors. This programme aims to acquaint them with their roles, rights, and responsibilities as Directors, as well as with the functioning of the Company, the nature of its industry, business model, and related matters. All newly appointed Independent Directors undergo an orientation program designed to enhance their knowledge and skills. The Board members are provided with the necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the Board, Committees, on business and performance updates of the Company, business environment, business strategy and risks involved etc. Updates on relevant statutory changes on important laws are periodically presented to the Board. Details of the familiarization programmes provided to Independent Directors are available on the Companys website

19. NUMBER OF MEETINGS OF THE BOARD AND DETAILS OF COMMITTEE

A. Number of Board Meetings

During the year, 11 (eleven) Board Meetings were convened and held. The intervening gap between two consecutive meetings did not exceed the period of 120 days prescribed under the Act. The details of meetings mentioned below:

B. Details of Committee Meetings i. Audit Committee Composition and its Meeting:

The composition of the Audit Committee as on March 31, 2025 is as under:

In accordance with the requirements of section 177 of the Act, the Board has established a qualified and independent Audit Committee. The committee comprises of 3 (Three) members and the majority of members are Independent Directors. The members of the Audit Committee have relevant experience in financial matters as well as have accounting or related financial management expertise and all of them are financially literate. The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & finance.

During the year under review, the audit committee met 2 (Two) times and the attendance of the Directors is as follows:

ii. Nomination and Remuneration Committee (NRC) and its Meeting:

The composition of the Nomination and Remuneration Committee as on March 31, 2025 is as under:

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments, including Managing Director and Management Committee. In accordance with the provisions of Section 178 of the Act, the Company has constituted Nomination and Remuneration Committee (NRC), composition, terms of reference of which are in conformity with the said provisions. The committee comprises of 3 (Three) members. During the year under review, there were no meeting of NRC.

iii. Stakeholder Relationship Committee & and its Meeting:

The composition of the Stakeholders Relationship Committee as on March 31, 2025 is as under:

In accordance with the provisions of section 178 of the Act, the Company has framed a Stakeholders Relationship Committee (SRC) that is responsible for handling investor grievances. The committee is comprised of 3 (Three) members, and the Chairperson of committee is an Independent Director. During the year under review, there were no meeting of NRC.

iv. Corporate Social Responsibility Committee (CSR) and its Meeting: The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during the previous financial year. Accordingly, the requirement to constitute a CSR

Committee and to hold its meetings did not arise.

v. Meeting of Independent Directors: During the year, there were no meetings of Independent Directors.

20.CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, and the related CSR Rules, the Companys net worth, turnover, and net profit for the financial year ending March 2024 did not meet the thresholds specified. Therefore, the Company is not required to undertake any CSR activities or prepare a separate CSR report for the financial year under review i.e FY 2024-25.

21.RELATED PARTY TRANSACTIONS

The Company adhere to the highest ethical standards, transparency, and accountability in all related party transactions, conducting them solely in the ordinary course of business and at arms length. Pursuant to Section 188 of the Act, all contracts, transactions, and arrangements entered into during the financial year with related parties were conducted on an arms length basis and in the ordinary course of business. The Company has also implemented a policy on the materiality of related party transactions and their handling, which is accessible on the Companys website. Since all RPTs entered into by the Company were in the ordinary course of business and were on an arms length basis, form AOC-2 is not applicable to the Company. However, the details of all the RPTs have been elaborately disclosed in the Notes to the Accounts of the Company for the financial year ending March 31, 2025 attached to the Annual Report of the Company. You are requested to refer Note No. 26 forming part of Balance Sheet for further details.

22.PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS MADE PURSUANT TO SECTION 186 OF

THE COMPANIES ACT, 2013

Particulars of loans 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 the financial statements. Please refer to Notes of the Summary of significant accounting policies and other explanatory information

23.DEPOSITS

During the year under review, your Company has not accepted any deposits falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. The Company has not accepted any deposits in the earlier years and as such question of unpaid or unclaimed deposit and defaults in repayment does not arise. Further, the amounts received from Directors and their relatives are in compliance with the applicable provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014, and do not fall within the definition of ‘Deposits under Rule 2(1)(c) of the said Rules.

24.INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system in place, which operates effectively. According to the Directors of your Company, elements of risks that threaten the existence of your Company are minimal. Hence, no separate Risk Management Policy is formulated.

25.ANNUAL RETURN (MGT-7)

As per section 92(3) read with section 134(3) of the Act, the Annual Return as of March 31, 2025, will be available on the Companys website at www.asstonpharmaceuticals.com simultaneously when submitted to registrar of Companies.

26.WEBSITE

The Company has maintained a functional website namely www.asstonpharmaceuticals.com containing information about the Company.

27.AUDITOR

i) Statutory Auditor:

Members at their Extra Ordinary General Meeting held on 13^th June 2024 appointed, M/s. Yash A. Jain & Associates (FRN: 155952W), as Statutory Auditors of the Company for the F.Y 2023-24.

Further, thereafter in the annual general meeting held on 30^th September 2024, M/s Doshi Doshi & Co (FRN: 153683W) were appointed as a Statutory Auditor of the Company for a next 5 financial years.

Qualification, reservation, or adverse remark or disclaimer made by the Statutory Auditors in the Audit report:

The Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, adverse remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. Further, there are no instances of fraud reported by Statutory Auditor u/s 143(12) of the Companies Act, 2013 during the year under review.

ii) Secretarial Auditor:

In light of the recent changes incorporated in Securities and Exchange Board of India (Listing Regulation and Disclosure Requirement) Regulation, 2015 regulation 24A through SEBI circular no: SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December, 2024, read with provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors recommended the appointment of M/s. Pragya & Associates, Certificate of Practice No. 24481, Peer Review Certificate No. 5971/2024 as Secretarial Auditor for the financial year 2025-26 to 2029-30 in Board Meeting held on 25 August, 2025 to the shareholder in the ensuing AGM.

iii) Internal Auditor:

During the F.Y 2024-25, the provisions relating to the appointment of an Internal Auditor under Section 138 of the Companies Act, 2013 and the Rules made thereunder are not applicable to the Company. Accordingly, the Company has not appointed an Internal Auditor, and hence no details are required to be provided in this regard.

28.DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the statutory auditors have not reported any instances of fraud by its officers or employees against the Company to the Audit Committee, the details of which would need to be mentioned in the Boards report as required under section 143(12) of the Companies Act, 2013.

29.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014.

30.DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

Pursuant to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, there were no significant or material orders passed by regulators, courts, or tribunals that would impact the Companys going concern status or its operations in the future.

31.SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

32.THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

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

33.DEMATERIALISATION OF SHARES

The Companys shares are compulsorily traded in dematerialized form. The Company has set up requisite facilities for dematerialization of its equity shares with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As of March 31, 2025, 100% Shares of the Company are held in demat form. The ISIN for Companys Equity Shares is INE0SJX01015.

M/s. Maashitla Securities Private Limited acts as the Registrar and Share Transfer Agent (RTA) of the Company.

34.MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, integral to this Annual Report, is annexed with the Boards Report.

35.BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Provisions of SEBI (LODR) Regulations, related to publish Business Responsibility and Sustainability Report, is not applicable.

36.SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

37.DISCLOSURE AS PER THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company is committed to ensuring a safe, supportive, and inclusive work environment for women employees and provides all statutory maternity benefits, including paid leave, medical bonus, nursing breaks, and protection of employment during the maternity period. The management also ensures that the rights and entitlements of women employees under the Act are strictly adhered to and necessary facilities are extended to promote their overall well-being at the workplace

38.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a workplace that is free from discrimination, harassment and victimisation, regardless of gender, race, creed, religion, place of origin, sexual orientation of a person employed or engaged with the Company. The Company has instituted a robust policy and framework to prevent sexual harassment in the workplace. The policy ensures compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and includes the formation of an Internal Complaints Committee. The Policy is applicable to all employees including the Companys contractual workforce. The Internal Committee (‘IC) has been constituted to consider and redress all complaints of sexual harassment at workplace.

The details of the complaints of sexual harassment during the year under review are as below:

(a) Number of complaints of sexual harassment received in the year - NIL (b) Number of complaints disposed off during the year - NIL

(c) Number of cases pending for more than ninety days- NIL

39.DIFFERENCE IN VALUATIONS DONE AT ONE TIME SETTLEMENT AND WHILE TAKING LOAN FROM THE

BANKS OR FINANCIAL INSTITUTION

During the year under review, the Company has not obtained any loans or any valuation report. Therefore, this clause is not applicable.

40.CORPORATE GOVERNANCE REPORT

During the year under review Company was not a listed entity so Corporate Governance Report is not applicable on the Company. Since the Company is listed on SME platform Company is exempted from providing Corporate Governance Report by virtue of Regulation 15 sub-regulation 2(b) of Securities and Exchange Board of India (Listing Regulation and Disclosure Requirement) Regulation, 2015.

41.PARTICULARS OF EMPLOYEE

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 are specifically applicable to listed companies, requiring disclosure of the ratio of remuneration of each director to the median employees remuneration, percentage increase in remuneration of directors, Chief Executive Officer, Chief Financial Officer, Company Secretary and other employees, along with other prescribed details.

Since the Company was not a listed entity during the financial year under review, the above provisions are not applicable to it. Accordingly, the detailed disclosures mandated under Section 197(12) read with the said Rules have not been provided in this Report. However, the Company affirms that it has complied with all other applicable provisions of the Companies Act, 2013 in relation to payment of managerial remuneration and related matters.

42.ACKNOWLEDGEMENT

The Board extends its heartfelt appreciation to all employees for their unwavering dedication and hard work. Their commitment has been pivotal in delivering exceptional value to our customers and stakeholders, driving our growth and success in a competitive market environment. We also express our sincere gratitude to our suppliers, customers, and business associates for their ongoing collaboration and trust. Their partnership is instrumental in achieving our strategic objectives and sustaining our operational excellence.

We gratefully acknowledge the invaluable guidance and support from our Auditors, whose expertise and diligence ensure our adherence to the highest standards of governance and accountability. Lastly, we extend our thanks to our investors, clients, banks, government agencies, regulatory authorities, and stock exchanges for their continued confidence and support in our journey towards sustainable growth and shareholder value creation.