astec lifescienc Directors report

OF ASTEC LIFESCIENCES LIMITED

For the Financial Year ended 31^st March, 2023

TO THE MEMBERS:

Your Directors have pleasure in presenting this 29^th (Twenty Ninth) Directors Report along with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Companys financial performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

(Rs in Lakh)

	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	62,816.62	67,656.61	62,816.62	67,656.61
Other Income	1,303.62	1,046.34	1,306.01	1,046.78
Total Income	64,120.24	68,702.95	64,122.63	68,703.39
Total Expenses	60,635.33	56,598.87	60,627.90	56,590.81
Profit / (Loss) Before Tax	3,484.91	12,104.08	3,494.73	12,112.58
Less: Current Tax	-	2,861.27	2.67	2,863.40
Less: Deferred Tax	932.87	261.01	932.67	260.92
Profit / (Loss) After Tax	2,552.04	8,981.80	2,559.39	8,988.26
Other Comprehensive Income (Net of Tax)	(22.88)	(0.54)	(21.82)	(0.72)
Total Comprehensive Income	2,529.16	8,981.26	2,537.57	8,987.54
Total Comprehensive Income attributable to:
- Owners of Astec LifeSciences Limited	2,529.16	8,981.26	2,534.67	8,985.14
- Non-controlling interests	N.A.	N.A.	2.90	2.40

(N.A.: Not Applicable)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES: Review of Operations / State of Affairs of the Company:

Your Company manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 18 countries. During the Financial Year 2022-23, your Company recorded Total Income of Rs 641.23 Crore as compared to Rs 687.03 Crore during the Financial Year 2021-22 and Profit After Tax of Rs 25.59 Crore as compared Rs 89.88 Crore during the Financial Year 2021-22.

Your Companys Contract Manufacturing (CMO) segment achieved 1.9x growth in total revenues and its share in sales increased to 26% in the Financial Year 2022-23 from 13% in the Financial Year 2021-22. Your Companys enterprise business, however, faced volume headwinds in both exports as well as domestic markets. Unprecedented drop in volumes, primarily in the second half of the Financial Year 2022-23, for key enterprise products was attributed to high inventories with customers and in the channel as well. Market prices also corrected sharply for key triazole fungicides in the second half which resulted in reduced realisations in the Financial Year 2022-23. As a result, your Company reported decline in revenues and margins in the Financial Year under review, as compared to the previous Financial Year 2021-22. Geographically, export sales declined by 2.6% year-on-year while domestic sales fell by 14.0% year-on-year, due to lower volumes of key enterprise products. Proportion of exports in total revenues increased to 61% of total sales in the Financial Year 2022-23 from 58% in the previous Financial Year 2021-22. Domestic sales were 39% of total sales during the Financial Year 2022-23. Gross margin stood at 36.1% in the Financial Year 2022-23, as compared to 42.8% in the Financial Year 2021-22. Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) margin declined to 13.9% in the Financial Year 2022-23 from 23.9% in the previous Financial Year 2021-22. Reduced realisations of key enterprise products, high cost inventories and elevated utility costs led to lower margins in the Financial Year 2022-23 as compared to the previous Financial Year 2021-22. Higher salience in total revenues and relatively stable profitability of CMO business supported overall margin profile in an otherwise challenging year. In April 2023, your Company also inaugurated a state-of-the-art Research & Development (R&D) Centre, named "Adi Godrej Centre for Chemical Research and Development" in Rabale, Maharashtra.

In the Financial Year 2023-24, your Company will continue to focus on scaling up R&D projects, diversification into other molecules as well as chemistries and expanding its customer base for CMO business. During the Financial Year under review, your Company also initiated expansion of herbicides plant at its existing Mahad (Maharashtra) facility.

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

Review of Operations / State of Affairs of the Subsidiaries of the Company:

The financial performance of the following 2 (two) subsidiaries of your Company during the Financial Year (F.Y.) 2022-23 is summarized below:

(i) Behram Chemicals Private Limited:

Behram Chemicals Private Limited, a subsidiary of your Company, has given its plot of land at Mahad (Maharashtra) to your Company on leave and license basis.

During the Financial Year 2022-23, Behram Chemicals Private Limited reported Profit Before Tax of Rs 11.22 Lakh, as compared to Profit Before Tax of Rs 9.21 Lakh during the previous Financial Year 2021-22.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia):

Comercializadora Agricola Agroastrachem Cia Ltda is a foreign subsidiary company, having its Registered Office in Bogota, Colombia and is engaged in the business of obtaining product registrations in conformity with local laws of the said country. This company is yet to start any major commercial activity.

For the year ended 31^st March, 2023, Comercializadora Agricola Agroastrachem Cia Ltda reported Profit/ (Loss) Before Tax of NIL, as compared to Profit/(Loss) Before Tax of NIL reported during the previous year ended 31^st March, 2022.

3. DIVIDEND:

Your Board has recommended a Final Dividend of 15% (Fifteen per cent) on the Equity Share Capital of your Company, i.e., Rs 1.50 (Rupee One Paise Fifty Only) per Equity Share of Face Value of Rs 10/- (Rupees Ten Only) each for the Financial Year 2022-23, subject to approval of the Shareholders at the ensuing 29^th (Twenty Ninth) Annual General Meeting of the Company.

The Dividend, if declared, will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, 21^st July, 2023 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1^st April, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 29^th (Twenty Ninth) Annual General Meeting of the Company, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2022-23 is in accordance with the Dividend Distribution Policy of the Company.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company is made available on the website of the Company and is available on the web link https://www.astecls.com/codes-and-policies.aspx.

4. TRANSFER TO RESERVES:

Your Board does not propose to transfer any amount to reserves during the Financial Year 2022-23.

5. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2022-23, have been provided in the Notes to the Financial Statement.

6. FINANCE AND CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. As on 31^st March, 2023, ICRA Limited has assigned Credit Ratings in respect of Rs 981.00 Crore of Line of Credit (LOC) and Rs 300.00 Crore of Commercial Paper Programme availed by the Company, as under: a) Rating of "[ICRA] AA- (Stable)" (pronounced "ICRA double A minus") for long term bank facilities of Rs 556.00 Crore; b) Rating of "[ICRA] A1+" (pronounced "ICRA A one plus") for short term bank facilities of Rs 425.00 Crore; c) Rating of "[ICRA] A1+" (pronounced "ICRA A one plus") for Commercial Paper Programme of Rs 300.00 Crore. In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of Rs 300.00 Crore.

7. INFORMATION SYSTEMS:

Information in your Company is considered as an important business asset and Information Security recommendations are implemented to provide adequate security to critical information assets in the organization. Industrys best security solutions and tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24 X 7 monitoring mechanism to ensure security and high uptime. Your Company has stringent cyber security policy which is monitored and managed by competent professionals round the clock. For network security, your Company has a zero-tolerance policy and all critical applications are accessible through secure channels. Disaster Recovery Site is maintained for critical business applications and Disaster Recovery Drills are conducted as per audit recommendations to ensure business continuity and compliance. Digital transformation initiatives have been implemented across businesses, which include deployment of web-based and mobile applications to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence and Machine Learning (AI & ML) and Predictive analytics is well in place.

8. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on 31^st March, 2023 stood at Rs 25,00,00,000/- (Rupees Twenty Five Crore Only), comprising of 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31^st March, 2023 was Rs 19,60,56,600/- (Rupees Nineteen Crore Sixty Lakh Fifty Six Thousand Six Hundred Only) comprising of 1,96,05,660 (One Crore Ninety Six Lakh Five Thousand Six Hundred Sixty) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each. During the Financial Year 2022-23, the Company has allotted 8,105 (Eight Thousand One Hundred Five) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each, ranking pari passu with the existing Equity Shares, out of which: (a) 4,000 (Four Thousand) Equity Shares were allotted pursuant to exercise of Options at an exercise price of Rs 34/- (Rupees Thirty Four Only) each under the original Employees Stock Option Plan, 2012 ("ESOP 2012"); (b) 1,105 (One Thousand One Hundred Five) Equity Shares were allotted pursuant to exercise of Options at an exercise price of Rs 10/- (Rupees Ten Only) each under amended ESOP 2012; (c) 3,000 (Three Thousand) Equity Shares were allotted pursuant to exercise of Options at an exercise price of Rs 387.35 (Rupees Three Hundred Eighty Seven and Paise Thirty Five Only) each under the Employees Stock Option Scheme, 2015 ("ESOS 2015").

Further, during the Financial Year under review, the Nomination and Remuneration Committee of the Board of Directors of your Company has granted 1,322 (One Thousand Three Hundred Twenty Two) Options convertible into 1,322 (One Thousand Three Hundred Twenty Two) Equity Shares at an Exercise Price of Rs 10/- (Rupees Ten Only) under the amended ESOP 2012.

During the Financial Year under review, no options were granted under ESOS 2015.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2022-23, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

10. HOLDING COMPANY:

Godrej Agrovet Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited), is, inter alia, engaged in the business of manufacturing and marketing of Animal Feeds, Agricultural Inputs and Oil Palm and continues to be the Holding Company of your Company. The shareholding of Godrej Agrovet Limited in your Company as on 31^st March, 2023 was 64.77% [i.e., 1,26,99,054 (One Crore Twenty Six Lakh Ninety Nine Thousand Fifty Four) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each] of the Issued, Subscribed and Paid-up Equity Share Capital of the Company. Godrej Agrovet Limited, in turn, is a subsidiary of Godrej Industries Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited). Godrej Industries Limited, thus, continues to be the Ultimate Holding Company of your Company.

11. SUBSIDIARY COMPANIES:

Your Company had the following 2 (Two) Subsidiary Companies throughout the Financial Year 2022-23:

(a) Behram Chemicals Private Limited, Maharashtra, India (in which your Company holds 65.63% of the Paid-up Equity Share Capital); and

(b) Comercializadora Agricola Agroastrachem Cia Ltda, Bogota, Columbia (in which your Company holds 100% of the Paid-up Equity Share Capital).

A report on the financial position and performance of each of the Subsidiary Companies in Form AOC-1 for the Financial Year 2022-23 forms a part of the Directors Report and is annexed herewith as ‘Annexure A.

12. JOINT VENTURES OR ASSOCIATE COMPANIES:

Your Company did not have any Joint Ventures or Associate companies during the Financial Year 2022-23.

13. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the Financial Year 2022-23 are prepared in accordance with the relevant Indian Accounting Standards (Ind AS), i.e., Ind AS 110 issued by the Institute of Chartered Accountants of India (ICAI) and form part of this Annual Report. Accordingly, the Annual Report of your Company does not contain the Financial Statements of its 2 (Two) Subsidiary Companies, viz., Behram Chemicals Private Limited and Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia). The Annual Financial Statements and related information of your Companys Subsidiaries will be made available upon request. Also, in accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and Financial Statements of each of the Subsidiaries, are hosted on the Companys website, viz., www.astecls.com and can be accessed through the web link https://www.astecls.com/financial-updates.aspx. These documents will also be available for inspection during all days except Saturdays, Sundays and Public Holidays between 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Companys Registered Office in Mumbai, Maharashtra, subject to restrictions, if any, as may be imposed by the Government(s) and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting and obtaining a copy thereof, such Shareholder may write an e-mail to agm.astec@godrejastec.com.

14. DIRECTORS:

During the Financial Year 2022-23, Mr. Rakesh Dogra [Director Identification Number (DIN: 07334098)] resigned as a "Non-Executive, Non-Independent Director" w.e.f. 2^nd May, 2022. Further, at the 28^th (Twenty Eighth) Annual General Meeting ("AGM") of your Company held on 25^th July, 2022, Mr. Nadir B. Godrej [Director Identification Number (DIN: 00066195)], Chairman & Non-Executive, Non-Independent Director, who was liable to retire by rotation, was re-appointed by the Shareholders. Mr. Burjis Godrej [Director Identification Number (DIN: 08183082)] has been appointed as a "Non-Executive, Non-Independent Director" w.e.f. 25^th July, 2022 and his appointment has also been approved by way of an Ordinary Resolution passed on 18^th September, 2022 by way of a Postal Ballot, whose results were declared on 19^th September, 2022.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Balram Singh Yadav [Director Identification Number (DIN: 00294803)], Non-Executive, Non-Independent Director of the Company is liable to retire by rotation at the ensuing 29^th (Twenty Ninth) AGM, and being eligible, has offered himself for re-appointment. Appropriate resolution for re-appointment of Mr. Balram Singh Yadav is being moved at the ensuing 29^th (Twenty Ninth) AGM, which the Board of Directors recommends for your approval.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from Mr. Vikas Chomal, a Company Secretary in Practice certifying that none of the Directors of the Company has been debarred or disqualified by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority, from being appointed or continuing as a Director of any company. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2022-23.

15. MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance, in order to enable them to plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening Meetings at a shorter notice with consent of all the Directors or by passing a Resolution through Circulation.

The Board of Directors of your Company met 4 (Four) times during the Financial Year 2022-23 (on 2^nd May, 2022, 25^th July, 2022, 28^th October, 2022 and 30^th January, 2023). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013, i.e., the same was not exceeding 120 (One Hundred Twenty) days.

16. BOARD EVALUATION:

The Board of Directors has carried out a detailed annual evaluation of the performance of its own, its Committees as well as the Directors individually. A structured questionnaire was circulated after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The confidential online questionnaire was responded to by all the Directors and vital feedback was received from them on how the Board and its Committees currently function and suggestions to improve their effectiveness. The process of annual evaluation of Directors performance and the feedback received therefrom has been discussed and noted at the Meetings of the Independent Directors, the Nomination and Remuneration Committee and the Board of Directors.

The Directors have expressed their overall satisfaction with the evaluation process.

17. INDEPENDENT DIRECTORS:

All the Independent Directors of your Company, viz., Dr. Brahma Nand Vyas, Mr. R. R. Govindan, Mr. Vijay Kashinath Khot, Mr. Nandkumar Vasant Dhekne and Ms. Anjali Rajesh Gupte have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA"), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019. In terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 dealing with the requirement for Independent Directors to pass Proficiency Test conducted by IICA: z Dr. Brahma Nand Vyas, Mr. Vijay Kashinath Khot and Mr. Nandkumar Vasant Dhekne are exempt from appearing for the Proficiency Test; z Mr. R. R. Govindan and Ms. Anjali Rajesh Gupte have successfully cleared / completed the Proficiency Test within the mandatory timelines applicable to each of them.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same. The criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company which is available on the website, viz., www.astecls.com at the web link https://www.astecls.com/codes-and-policies.aspx.

All the Independent Directors of the Company have duly complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors during the Financial Year 2022-23 are available on the website of the Company, www.astecls.com at the web link https://www.astecls.com/listing-compliance.aspx.

The Independent Directors met once during the Financial Year 2022-23, i.e., on 2^nd May, 2022, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013. The Meeting of the Independent Directors was conducted without the presence of the Chairman, Whole Time Director and Non-Executive Directors and the members of your Companys Management.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 ("the Act"), your Directors, to the best of their knowledge and ability, confirm as under: a) that in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently, and such 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 as at 31^st March, 2023 and the profit of the Company for the Financial Year ended as at that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) that the Annual Accounts for the Financial Year ended 31^st March, 2023 have been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

19. KEY MANAGERIAL PERSONNEL:

The following were the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2022-23:

1. Mr. Anurag Roy, Whole Time Director & Chief Executive Officer

2. Mr. Saurav Bhala, Chief Financial Officer (upto 30^th September, 2022)

3. Mr. Madhur Gundecha, Chief Financial Officer (w.e.f. 28^th October, 2022)

4. Ms. Tejashree Pradhan, Company Secretary & Compliance Officer

During the Financial Year under review, Mr. Saurav Bhala resigned as the "Chief Financial Officer" w.e.f. 1^st October, 2022. Mr. Madhur Gundecha was appointed by the Board of Directors as the "Chief Financial Officer" w.e.f. 28^th October, 2022, based on the recommendations made by the Nomination and Remuneration Committee and the Audit Committee. Mr. Madhur Gundecha has resigned as the "Chief Financial Officer" w.e.f. the close of business hours on 2^nd May, 2023. Mr. K. Suryanarayan has been appointed by the Board of Directors as the "Chief Financial Officer" w.e.f. 3^rd May, 2023, based on the recommendations made by the Nomination and Remuneration Committee and the Audit Committee.

20. STATUTORY AUDITORS:

B S R & Co. LLP, Chartered Accountants, Mumbai (Firm Registration Number: 101248W/W-100022) are the "Statutory Auditors" of your Company.

At the 28^th (Twenty-Eighth) Annual General Meeting of the Company held on 25^th July, 2022, B S R & Co. LLP have been re-appointed as the "Statutory Auditors" for a second term of 5 (Five) years, to hold office from the conclusion of the 28^th (Twenty Eighth) Annual General Meeting till the conclusion of the 33^rd (Thirty Third) Annual General Meeting (i.e., from the Financial Year 2022-23 upto the Financial Year 2026-27), based on the recommendation made by the Audit Committee and the Board of Directors at their respective Meetings held on 2^nd May, 2022.

B S R & Co. LLP have provided a written confirmation that they are eligible to continue to act as the Statutory Auditors of the Company for the Financial Year 2023-24, in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

21. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. Your Company, accordingly, maintains the required cost accounts and records.

Your Board of Directors had, upon recommendation of the Audit Committee, at its Meeting held on 2^nd May, 2022, re-appointed M/s. NNT & Co., Cost Accountants, Mumbai (Firm Registration Number: 100911) as the "Cost Auditors" of the Company for the Financial Year 2022-23 and their remuneration was duly ratified by the Shareholders at the 28^th (Twenty Eighth) Annual General Meeting held on 25^th July, 2022.

Your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 2^nd May, 2023, re-appointed M/s. NNT & Co., who have provided their consent and confirmed their eligibility, as the "Cost Auditors" of your Company for the Financial Year 2023-24, subject to ratification of their remuneration at the ensuing 29^th (Twenty Ninth) Annual General Meeting.

22. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, upon recommendation of the Audit Committee, at its Meeting held on 2^nd May, 2022, appointed M/s. BNP and Associates, Company Secretaries (Firm Registration Number: P2014MH037400), Mumbai to undertake Secretarial Audit of your Company for the Financial Year 2022-23.

The Secretarial Audit Report issued by M/s. BNP and Associates, Secretarial Auditors for the Financial Year 2022-23, which is an unqualified report, is annexed herewith as ‘Annexure B.

Your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 2^nd May, 2023, re-appointed M/s. BNP and Associates, who have provided their consent and confirmed their eligibility, as the "Secretarial Auditors" of your Company for the Financial Year 2023-24.

23. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI), as applicable.

24. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted Audit Committee of the Board of Directors comprising of the following Members as on 31^st March, 2023:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. R. R. Govindan	Chairman (Non-Executive, Independent Director)
2.	Mr. Ashok V. Hiremath	Member (Non-Executive, Non-Independent Director)
3.	Mr. Vijay Kashinath Khot	Member (Non-Executive, Independent Director)
4.	Dr. Brahma Nand Vyas	Member (Non-Executive, Independent Director)

During the Financial Year 2022-23, there was no change in the composition of the Audit Committee.

Audit Committee Meetings were held 4 (Four) times during the Financial Year 2022-23 (on 2^nd May, 2022, 25^th July, 2022, 28^th October, 2022 and 30^th January, 2023). The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Statutory Auditors and the Internal Auditors, inter alia, present their observations on adequacy of internal financial controls and the steps necessary to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company. The Board has accepted all the recommendations of the Audit Committee during the Financial Year 2022-23. The Company Secretary & Compliance Officer acts as Secretary to the Audit Committee.

25. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted Nomination and Remuneration Committee of the Board of Directors comprising of the following Members as on 31^st March, 2023:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. R. R. Govindan	Chairman (Non-Executive, Independent Director)
2.	Mr. Vijay Kashinath Khot	Member (Non-Executive, Independent Director)
3.	Mr. Balram Singh Yadav	Member (Non-Executive, Non-Independent Director)

During the Financial Year 2022-23, there was no change in the composition of the Nomination and Remuneration Committee. Nomination and Remuneration Committee Meetings were held 3 (Three) times during the Financial Year 2022-23 (on 2^nd May, 2022, 25^th July, 2022 and 28^th October, 2022).

26. CORPORATE SOCIAL RESPONSIBILITY ("CSR") & CSR COMMITTEE:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted CSR Committee of the Board of Directors comprising of the following Members as on 31^st March, 2023:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. Ashok V. Hiremath	Chairman (Non-Executive, Non-Independent Director)
2.	Mr. Balram Singh Yadav	Member (Non-Executive, Non-Independent Director)
3.	Mr. R. R. Govindan	Member (Non-Executive, Independent Director)
4.	Dr. Brahma Nand Vyas	Member (Non-Executive, Independent Director)

During the Financial Year 2022-23, there was no change in the composition of the CSR Committee.

CSR Committee Meetings were held 2 (Two) times during the Financial Year 2022-23 (on 2^nd May, 2022 and 28^th October, 2022).

CSR Policy and Areas of CSR Expenditure:

As a responsible corporate citizen, your Company recognises CSR as integral to the way it does its business and strives to engage, connect and uplift the community in and around the areas in which your Company operates. The CSR Policy of your Company aligns itself with the Godrej Groups ‘Good and Green vision of creating a more inclusive and greener India. Each of your Companys CSR projects are aligned with the ‘Good and Green goals of the Godrej Group and correspond to different items listed in Schedule VII to the Companies Act, 2013, which create social, environmental and economic value for the society.

Your Company aspires and consistently moves in the direction to become a sustainable company through leadership commitment, multiple stakeholder engagements and disciplined value chain mechanisms. Your Companys holistic approach towards sustainability not only manages its externalities but also provides tangible solutions for the benefit and upliftment of the communities around its manufacturing sites. The CSR Policy of your Company outlines programmes and projects which the Company undertakes to create a positive impact on its stakeholders, taking into account the priorities of the nation and the needs of the local communities in order to deliver high-impact programmes that are easy to scale up.

The CSR Policy of your Company is uploaded on the website, viz., www.astecls.com and can be accessed through the web link https://www.astecls.com/codes-and-policies.aspx.

Amount of CSR Spending:

Your Company was required to spend Rs 180.73 Lakh towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, during the Financial Year 2022-23, out of which your Company has spent Rs 141.99 Lakh towards CSR Activities. Your Company took up different projects pertaining to raising livelihoods of communities, digital education, etc. The shortfall of Rs 38.74 Lakh in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account within the prescribed time limit.

Annual Report on CSR Activities:

The Annual Report on CSR Activities for the Financial Year 2022-23 is annexed herewith as ‘Annexure C.

27. RISK MANAGEMENT & THE RISK MANAGEMENT COMMITTEE:

Pursuant to the provisions of Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors comprising of the following Members as on 31^st March, 2023:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. Ashok V. Hiremath	Chairman (Non-Executive, Non-Independent Director)
2.	Mr. Balram Singh Yadav	Member (Non-Executive, Non-Independent Director)
3.	Mr. R. R. Govindan	Member (Non-Executive, Independent Director)

During the Financial Year 2022-23, Mr. Saurav Bhala, Chief Financial Officer, who was formerly a Member of the Risk Management Committee, ceased to be a Member, on account of his resignation on 30^th September, 2022. Risk Management Committee Meetings were held 3 (Three) times during the Financial Year 2022-23 (on 2^nd May, 2022, 28^th October, 2022 and 24^th March, 2023).

The detailed terms of reference of the Risk Management Committee are set out in the Corporate Governance Report forming a part of the Annual Report.

Your Company considers ongoing risk management to be a core component of the management and functioning of the Company and understands that the Companys ability to identify and address risks is central to achieving its corporate objectives. Your Company has, therefore, developed and implemented a Risk Management Policy. Your Company has formulated a series of processes, structures and guidelines which assist the Company to identify, assess, monitor and manage its business risks. In order to achieve this objective, your Company has clearly defined responsibility and authority of the Companys Board of Directors and of the Risk Management Committee, to oversee and manage the risk management programme, while conferring responsibility and authority on the Companys senior management, to develop and maintain the risk management programme in light of the day-today emerging needs of the Company. Regular communication and review of risk management practices provides your Company with important checks and balances to ensure the efficacy of its risk management.

At present, there are no identified elements of risks, which, in the opinion of the Board, may threaten the existence of the Company.

28. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors, comprising of the following Members as on 31^st March, 2023:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. Balram Singh Yadav	Chairman (Non-Executive, Non-Independent Director)
2.	Mr. R. R. Govindan	Member (Non-Executive, Independent Director)
3.	Mr. Vijay Kashinath Khot	Member (Non-Executive, Independent Director)

During the Financial Year 2022-23, there was no change in the composition of the Stakeholders Relationship Committee. Meeting of the Stakeholders Relationship Committee was held once during the Financial Year 2022-23 (viz., on 30^th January, 2023).

Ms. Tejashree Pradhan, Company Secretary & Compliance Officer is the Secretary to Stakeholders Relationship Committee. She has attended the Meeting of the Stakeholders Relationship Committee held during the Financial Year 2022-23.

The details of Investor Complaints during the Financial Year 2022-23 are as follows:

Complaints outstanding as on 1st April, 2022	0
(+) Complaints received during the Financial Year ended 31st March, 2023	3
(-) Complaints resolved during the Financial Year ended 31st March, 2023	3
Complaints outstanding as on 31st March, 2023	0

There are no pending share transfers as on 31^st March, 2023.

29. MANAGING COMMITTEE:

Your Company has constituted a Managing Committee of the Board of Directors, which comprised of the following Members as on 31^st March, 2023:

Sr. No.	Name of the Member	Designation & Category
1.	Mr. Balram Singh Yadav	Chairman (Non-Executive, Non-Independent Director)
2.	Mr. Ashok V. Hiremath	Member (Non-Executive, Non-Independent Director)

During the Financial Year under review, Mr. Rakesh Dogra resigned as a "Non-Executive, Non-Independent Director" w.e.f. 2^nd May, 2022 and consequently, ceased to be a Member of the Managing Committee w.e.f. 2^nd May, 2022.

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE AND INTERNAL COMPLAINTS COMMITTEE:

The values of mutual trust and respect are considered by your Company as fundamental to its existence. Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation and there is zero tolerance towards any such unwarranted instances.

The Board of Directors of your Company has constituted Internal Complaints Committee (ICC) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, comprising of the following Members for Head Office as on 31^st March, 2023:

1. Ms. Neeyati Shah, Presiding Officer

2. Mr. Arijit Mukherjee, Member

3. Mr. Ritesh Bhardwaj, Member (*)

4. Ms. Tejashree Pradhan, Member

5. Ms. Varsha Patankar, Member

6. Ms. Sharmila Kher, External Member

(*) Mr. Ritesh Bhardwaj has ceased to be a Member of the ICC w.e.f. 1^st April, 2023 and Mr. Tarun Surya has been appointed as a Member of the ICC w.e.f. 13^th April, 2023.

The Company has formulated and circulated to all the employees, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The details of complaints with the ICC during the Financial Year 2022-23 are as follows:

Complaints outstanding as on 1st April, 2022	0
(+) Complaints received during the Financial Year ended 31st March, 2023	0
(-) Complaints resolved during the Financial Year ended 31st March, 2023	0
Complaints outstanding as on 31st March, 2023	0

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

31. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company during the Financial Year 2022-23 were on arms length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Prior approval of the Audit Committee of the Board of Directors was obtained for all the Related Party Transactions. Accordingly, as per provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable. Attention of the Shareholders is also drawn to the disclosure of transactions with Related Parties as set out in Note No. 51 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-?-vis the Company during the Financial Year 2022-23.

32. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER / PROMOTER GROUP:

During the Financial Year 2022-23, the Company has entered into Related Party Transactions with Godrej Agrovet Limited, its Promoter and Holding Company, based on considerations of various business exigencies, such as synergy in operations and the same are in line with the Companys long-term strategy. Further, the Company has paid consultancy fees to Mr. Ashok V. Hiremath, Promoter of the Company, who is a "Non-Executive, Non-Independent Director" of the Company.

All such Related Party Transactions during the Financial Year under review are in the ordinary course of business, on arms length basis and are intended to further the Companys interests. The same have been disclosed in the Financial Statement.

33. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance is included in the Annual Report. M/s. BNP & Associates, Company Secretaries, Mumbai, who are also the "Secretarial Auditors" of your Company, have certified that your Company is in compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

34. POLICIES OF THE COMPANY:

The Companies Act, 2013, the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for all listed companies and/or unlisted companies. All our Policies are available on the Companys website, www.astecls.com and can be accessed through the web link https://www.astecls.com/ codes-and-policies.aspx. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirements.

The major Policies which have been adopted by your Company as on 31^st March, 2023 are as follows:

1. Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, legal, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks.
2. Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Companys strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.
3. Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing Regulations. As on 31st March, 2023, your Company does not have any material subsidiary.
4. Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other senior management personnel.
5. Whistle Blower Policy / Vigil Mechanism		The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices, violation of any law, rule or regulation, in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6. Policy on Prevention of Sexual Harassment at Workplace		The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7. Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions		This Policy regulates all transactions between the Company and its Related Parties.
8. Code of Conduct for Insider Trading		This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9. Policy on Criteria for Determining Materiality of Events 10. Policy for Maintenance and Preservation of Documents		This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations. The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11. Archival Policy		This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12. Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations.
	The focus of the Company is to have a Policy on distribution of dividend so that the investors may form their own judgment as to when and how much dividend they may expect.
13. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Companys securities. In general, this Policy aims to maintain transparency and fairness in dealings with all the stakeholders and to ensure adherence to applicable laws and regulations.
14. Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2022-23.
15. Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16. Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17. Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Companys commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business and operations.

35. MANAGERIAL REMUNERATION:

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2022-23 was in conformity with the Nomination and Remuneration Policy of the Company. The disclosure as per the provisions of Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘Annexure D.

36. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays,

Sundays and Public Holidays), upto the date of the ensuing 29^th (Twenty Ninth) Annual General Meeting, subject to restrictions (if any) as may be imposed by the Government(s) and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting and obtaining a copy thereof, such Shareholder may write an e-mail to agm.astec@godrejastec.com.

37. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23. Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a) Deposits accepted during the Financial Year 2022-23	Nil
(b) Deposits remained unpaid or unclaimed during the Financial Year 2022-23	Nil
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year 2022-23 and if so, number of such cases and total amount involved –
(i) At the beginning of the Financial Year	Nil
(ii) Maximum during the Financial Year	Nil
(iii) At the end of the Financial Year	Nil
(d) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	Nil

38. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available and operative, with reference to the preparation and finalization of the Financial Statements for the Financial Year 2022-23.

39. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 will be hosted on the website of the Company, viz., www.astecls.com at the web link https://www.astecls.com/other-updates.aspx.

40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Compulsory Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account:

In accordance with the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the Unpaid or Unclaimed Dividends are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government, upon completion of 7 (Seven) years. The Company is in compliance with the aforesaid provisions and the IEPF Rules.

Unclaimed / Unpaid Dividend:

Since there was no dividend amount paid for the Financial Year 2014-15, there is no unclaimed amount for more than 7 (Seven) years due for transfer to the Investor Education and Protection Fund ("IEPF") established by the Central Government in terms of Section 124 of the Companies Act, 2013, after the ensuing 29^th (Twenty Ninth) Annual General Meeting.

The detailed dividend history, due dates for transfer to IEPF, and the details of unclaimed amounts lying with the Company in respect of dividends declared are available on website of the Company, www.astecls.com at the web link https://www.astecls.com/unclaimed-dividend.aspx. Also, pursuant to the provisions of Section 124(2) of the Companies Act, 2013, your Company has uploaded the details of unpaid and unclaimed amounts lying with the Company in respect of dividends declared for the Financial Year 2021-22, on the website of the Company.

41. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS AND COST AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2022-23.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2022-23.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report on the Cost Records for the Financial Year 2021-22 (noted during the Financial Year 2022-23). The Cost Audit Report for the Financial Year 2022-23 will be received in due course.

42. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23 and thereafter till the date of this Report, there have been no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

43. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2022-23 TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE DIRECTORS REPORT (I.E., FROM 1^ST APRIL,

2023 UPTO 2^ND MAY, 2023), IF ANY:

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Directors Report (i.e., from 1^st April, 2023 upto 2^nd May, 2023).

44. EMPLOYEES STOCK OPTION PLAN, 2012 AND EMPLOYEES STOCK OPTION SCHEME, 2015:

Your Company has introduced and implemented the following Employees Stock Option Plan and Scheme:

Sr. No.	Name of the Plan / Scheme	Date of Shareholders Approval	Exercise Price per Option
1	Employees Stock Option • Plan, 2012 ("ESOP 2012")	Original Scheme • approved vide Special Resolution passed at the Extra-ordinary General Meeting held on 27th March, 2012	Rs 34/- (Rupees Thirty Four Only) as per the Original Scheme
	•	Amended Scheme • approved vide Special Resolution passed on 26th September, 2021, through Postal Ballot, the results of which were declared on 27th September, 2021	Rs 10/- (Rupees Ten Only) as per the Amended Scheme
2	Employees Stock Option Scheme, 2015 ("ESOS 2015")	• Special Resolution passed at the 21st (Twenty First) Annual General Meeting held on 22nd September, 2015	The Company shall use Fair Value Method to value its Options. The Exercise Price tor the Options will be the Closing Market Price ot the Equity Shares ot the Company listed on the recognized Stock Exchange as on the date immediately prior to the relevant date ot the grant of the Options to the Eligible Employees and Eligible Directors.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESOP 2012 and ESOS 2015. Your Company has received a certificate from M/s. BNP & Associates, Company Secretaries, Mumbai and the Secretarial Auditors of the Company that ESOP 2012 and ESOS 2015 have been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to agm.astec@godrejastec.com. The disclosures as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been put on the website of the Company, viz., www.astecls.com at the web link https://www.astecls.com/listing-compliance.aspx.

45. FRAUD REPORTING:

There have been no instances of frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government, during the Financial Year 2022-23.

46. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Financial Statements. The Notes to the Financial Statements referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

47. LISTING FEES:

Your Company has paid requisite annual listing fees to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), the Stock Exchanges where its securities are listed.

48. DEPOSITORY SYSTEM:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). The ISIN Number of your Company for both NSDL and CDSL is INE563J01010.

49. RESEARCH AND DEVELOPMENT:

Your Company continues to focus on Research and Development ("R&D") and strongly believes that productive R&D is a key ingredient for success. During the Financial Year under review, your Company continued to develop new products at a healthy pace. Subsequent to the closure of the Financial Year 2022-23, a state-of-the-art R&D centre has been launched at Rabale (Maharashtra) named "Adi Godrej Centre for Chemical Research and Development" in April 2023 and same will further augment your Companys R&D capabilities.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure E.

51. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report ("BRSR") for the first time for the Financial Year 2022-23, in accordance with the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Circular No. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI). The said Circular mandates BRSR for top 1000 listed companies (by market capitalization) in place of erstwhile Business Responsibility Report. The BRSR is prepared in accordance with the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and forms part of this Annual Report.

52. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger / Arrangement with its Members and/or Creditors.

53. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016. As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

54. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with any bank or financial institution for any loan / facility availed by it or/and still in existence.

55. HUMAN RESOURCES:

Your Company continues to have amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company drives interventions to enhance the workforce productivity in the business and also makes concrete efforts to improve the employee engagement and connect. Your Company is committed to building and maintaining a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. Your Company constantly makes concerted efforts towards creating learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives. The total number of permanent employees on the rolls of your Company as on 31^st March, 2023 was 551.

56. APPRECIATION:

Your Board of Directors wishes to place on record its sincere appreciation and gratitude for the continued support and co-operation received from the various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of the Company, viz., Shareholders, customers, dealers, vendors, banks, credit rating agencies and other business partners for the excellent support received from them during the Financial Year 2022-23. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to performance and success of the Company.

57. CAUTIONARY STATEMENT:

The statements in the Boards Report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed herein. Important factors which could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigations and industrial relations.

For and on behalf of the Board of Directors of Astec LifeSciences Limited

Sd/-	Sd/-
Anurag Roy	Balarm Singh Yadav
Whole Time Director & Chief Executive Officer	Director
(DIN: 07444595)	(DIN: 00294803)
Date: 2nd May, 2023
Place: Mumbai