Vour Directors have pleasure in presenting the 14th Annual Report for your Company together the Audited Statements of Accounts for the financial year ended 31st March, 2024.

1. FINANCIAL/ PERFORMANCE HIGHLIGHTS:

The Standalone and Consolidated Financial Results for the Year ended 31st March, 2024 are as follows:

2. CONSOLIDATED FINANCIAL AND OPERATIONAL REVIEW:

During the Financial Year ended 31st March, 2024, your Company has achieved an operational revenue of Rs. 31,078.77 Lakhs as compared to Rs. 39,473.39 Lakhs in the previous Financial Year and the Loss after Tax is Rs. 878.05 Lakhs as compared to the Loss after Tax of Rs. 2,070.43 Lakhs in the previous Financial Year and on Consolidated basis there is a loss of Rs. 1120.73 Lakhs as compared to the Loss after Tax of Rs. 2,394.67 Lakhs in the previous Financial Year.

In the current financial year, the Company reported a net loss, albeit significantly reduced compared to the previous financial year as shown above. This improvement is primarily due to the strategic measures undertaken to address the challenges faced in the prior period.

Market Conditions: The market conditions, while still volatile, have shown signs of stabilization. The prices of raw materials and ancillary materials, although elevated, have experienced less fluctuation. This relative stabilization has enabled the Company to better manage its cost structure compared to the previous year.

Sales and Export Challenges: Despite the improved internal efficiencies, the international market for Kraft paper remains volatile, impacting our ability to achieve desired sales volumes and pricing targets. Nevertheless, the adverse effects of these market conditions have been mitigated to some extent by the operational improvements mentioned above.

Foreign Exchange Rates: Fluctuations in foreign currency exchange rates have continued to pose challenges; however, our strategic approach to managing these risks has yielded better results than in the previous year.

Future Outlook: Looking ahead, the Company remains committed to leveraging the enhancements made to its production capabilities and cost management strategies. We anticipate that the continued focus on operational efficiencies and market stabilization efforts will further reduce losses and eventually return the Company to profitability.

Subsidiary Performance: The consolidated financial statements of the Company and its wholly-owned subsidiary, Balaram Papers Private Limited, form part of this report. The subsidiary has also benefited from the operational improvements, contributing to the overall financial health of the Group.

In conclusion, while the Company still faces challenges in the market, the reduced net loss compared to the previous financial year reflects the positive impact of our strategic initiatives and operational improvements. We remain cautiously optimistic about our ability to navigate the market conditions and improve our financial performance in the coming years.

3. Finance:

We have long-term borrowings on consolidated basis as on 31st March, 2024 is INR 243.49 Lakhs.

Details of application made or any proceedings pending under Insolvency and Bankruptcy Code, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

4. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable as there was no one-time settlement and valuation done with the lender

The disclosures required pursuant to regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard is given in the Notice of AGM, forming part of the Annual Report and in the Corporate Governance Report, forming part of the Annual Report. Attention of the members is also invited to the relevant items in the notice of the AGM.

On the recommendation of the Nomination and Remuneration Committee, the Board has approved the re-appointment of Shri Dhiren Parikh (DIN: 08525317), as an Independent Director of the Company, subject to the approval of members, for a second term of five years from August 05, 2024 till the conclusion of 19th Annual General Meeting of the Company to be held in the Calendar year 2029 or up to August 04, 2029, whichever is earlier. Necessary resolution for his re- appointment is included in the Notice of 14th AGM for seeking approval of members.

STATEMENT OF CHANGES IN DIRECTORS AND KMP

During the year 2023-24, the following changes took place in Directors and Key Managerial Personnel of the Company:

13. COMPANY’S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

Pursuant to Provision of Section 134(3) read with section 178 of companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the board of Directors, on Recommendation of the Nomination and Remuneration Committee, has adopted a policy for appointment and payment of remuneration to directors/KMP(s) and other senior Executives of the company.

The Nomination and Remuneration Committee also recommends appointment and remuneration of Directors/KMP(s) and other Senior Executives of the company, based on expertise and experience. The committee also ensures that the remuneration is sufficient to attract, retain and motivate best management talents.

14. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of section 134(3)(p), 149(8) and Schedule IV of the companies Act, 2023 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, annual performance evaluation of directors as well as Audit committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Board has been carried out.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters such as Board composition and Structure, effectiveness of the Board, participation at meetings, domain knowledge, awareness and observance of governance, etc.

15. FAMILIARISATION PROGRAMME:

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is available on the website of the Company.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

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Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, your Directors hereby confirm the following:

• in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• the directors have selected such accounting policies and applied 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 of the Company at the end of the financial year and of the profit and loss of the Company for that period;

• 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;

• the directors have prepared the annual accounts on a going concern basis;

• the directors have laid down internal financial controls, which are adequate and operating effectively;

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

17. BOARD MEETINGS: ^

The Board of Directors met 5 (Five) times during the F.Y. 2023-24. The details of the board meetings and the attendance of the Directors is provided in the Corporate Governance Report forming part of this Report.

18. COMMITTEES OF THE BOARD:

Currently, the Board has four (4) Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationship Committee

d) Executive Committee of the Board

A detailed note on the Board and its committees, composition and compliances, as per the applicable provisions of the Act and Rules are provided under the Corporate Governance Report.

19. AUDITOR(s):

a) STATUTORY AUDITOR:

M/s, S N D K & Associates LLP, Chartered Accountants (FRN: W10060) were appointed as a Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive financial years (commencing from 1st April, 2022) from the conclusion of the 12th Annual General Meeting of the Company until the conclusion of the 17th Annual General Meeting of the Company by the Board in Board Meeting dated 14th February, 2022; and same has been approved in the 12th Annual General Meeting.

During the year under review, the Statutory Auditor has given following qualification for Standalone and consolidated Annual Audited Financial Results:

Standalone:

• The current trade receivables reported in the financial statements include export trade receivable of Rs. 1,55,58,318/- outstanding for more than three years, which the company has considered as good for recovery. In our opinion, the same should have been considered as doubtful and necessary provision for doubtful debts should have been made by the company. Non-provision of such doubtful debts of Rs. 1,55,58,318/-has resulted into understatement of loss and overstatement of outstanding balance of current trade receivables and shareholder’s fund by Rs. 1,55,58,318/-.

The company has been constantly following up the matter with respective parties for realization of the outstanding dues and based on the discussion so far, the management of the company was reasonably certain that the dues would be recovered upto the end of the last financial year and therefore had not made provision for doubtful debts then. As part of its continuous efforts for recovery of outstanding dues, the management of the company then also contemplated to send its representative to discuss the matter with respective parties. However, based on continuous discussion and follow up with the parties during the current financial year it was expected that the company would in probability would recover the outstanding dues. However, the company could not recover the dues upto the end of the current financial year. Based on the continuous efforts made so far and quantum of outstanding amount, the management of company deemed it appropriate that in all probability it would recover the outstanding dues from the party in the next financial year. The company has also contemplated to take appropriate legal actions against the parties based on the expert advice and considering the business relations with party and its market reputation. The company will take further action in this regard based on further communication with the respective parties and legal opinion and business constraints if it is deemed appropriate. Based on efforts and communication made so far and possible course of actions and probability of recoverability, the management of the company is of the view that there is reasonably fair possibility that the company may recover due in the next financial year and hence no provision for doubtful debts has been made against the outstanding balances.

The domestic trade receivable included trade receivable of Rs. 1,45,43,997 of the subsidiary company which have been acquired at the time of acquisition of the subsidiary company. Based on the communication with the parties and actions taken for recovery, the management of the group is of the view that there is reasonably fair possibility that the company may recover due in the next financial year and hence no provision for doubtful debts has been made against the outstanding balances.

• As part of business expansion and growth of business, the company had acquired 100.00% shareholding of Balaram Papers Private Limited in the financial year 2018-19 and hence it became wholly owned subsidiary of the company since then. Balaram Papers Private Limited has its plant for manufacturing of Multiliner Kraft Paper i.e. the same line of business in which the company is engaged into. To finance the expansion of the plant and business and to provide the initial working capital the company had initially provided financial assistance in the form of loans and advances to the subsidiary company. Since, the acquisition of 100.00% stake in the company the subsidiary company has been carrying out manufacturing of Multiliner Kraft Paper on behalf of the company from raw materials provided by the company. The same loans and advances have been classified as long term loans and advances. However due to overall market scenario and particularly significant fall in demand of Multiliner Kraft Paper in the last two years, the plant at subsidiary company had to be temporarily suspended for the time being with expectation to commence the same on improvement of market demand.

However, overall market demand of Multiliner Kraft Paper remained low since last two years. On account of these factors the business activities of subsidiary company remained closed since last two years and no revenue could be generated from business activities. The subsidiary company has availed loans from the banks. To finance the loan obligations of the subsidiary company, to make payment to outstanding suppliers, for routine business expenses and maintenance of the plant, the company had provided further funds in the financial year 2022-23and 2023-24 with understanding to recover the same on resumption of business activities. However, due to closure of business activities and non-resumption of the same due to low market demand, the subsidiary company could not repay the loans and advances given in the financial year 2022-23. The subsidiary company has recently commenced business activities with the company. It has been agreed to adjust the advances so given against the supply of goods by the subsidiary company. Further the management of the company is also contemplating to amalgamate the subsidiary company with the company. On account of the above reasons and since the company is wholly owned subsidiary company and the company has commenced business activities with subsidiary, no interest has been accounted on loans and advances given in the financial year 2022-23.

Management's estimation on the impact of audit qualification:

A. Based on the present scenario, the management is of the view that there is possibility of recovery of amount and has no impact on the reported amounts in the financial statement for the year ended 31st March, 2024. However, due to any reason if any part of outstanding dues or entire dues becomes non recoverable, the company may have to write off/make provision for doubtful debts to that extent on occurrence of events when it becomes reasonably certain that no recovery or part recovery will not be made.

B. The company has commenced business activities with the subsidiary company subsequent to the financial year against which the advances so given are agreed to be adjusted. Further the management of the company is also contemplating to amalgamate the subsidiary company with the company in near future considering the relevant legal and business factors.

b) Secretarial Auditor:

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 has appointed M/s. Pinakin Shah & Associates, Practicing Company Secretaries (FCS: 2562, CP No.: 2932) as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the FY 2023-24.

c) Internal Auditors:

Pursuant to the provision of section 138 of the companies Act, 2013 read with the companies (Accounts) rules, 2014, the company had appointed M/s S N Shah and Associates (FRN:109782W), chartered Accountant in the board meeting held on 14th February, 2023, to conduct internal Audit for the financial year 2023-24.

d) Annual Secretarial Compliance Report:

The Company has obtained Annual Secretarial Compliance Report for the financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circular- Guidelines issued thereunder. No remarks has been observed by Auditor in the said Report.

e) Cost Auditors:

Section 148 of the companies Act, 2013 read with rules made thereunder mandates every company belonging to category prescribed in the Rules to undertake a Cost Audit. The company is not required to mandatorily appoint Cost Auditors and maintain cost records as per 148(1) due to nature of business activity. However, company do maintain cost record for internal purpose as a good practice.

20. CREDIT RATING

During the year, Informerics Ratings vide their letter dated 5th April, 2024 has assigned long term debt rating of ‘IVR BB (read as IVR BB Plus) expressed outlook as stable for short term rating of IVR A4 (read as IVR A4 Plus) on bank facilities of Astron Group.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company is committed to an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company’s Internal Control Systems are regularly being reviewed by the Company’s Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements.

The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Statutory Auditors’ Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Act, is annexed with the Independent Auditors’ Report.

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

Information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 as amended from time to time is attached as “ANNEXURE- A” to this Report.

23. RISK MANAGEMENT:

Pursuant to section 134(3)(n) of the companies Act, 2013 and relevant provisions of Listing Regulations, 2015 the Company has included appropriate procedures to inform the board about the risk assessment and minimization procedures.

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Regulation 21 is not Applicable to Company but your Company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors.

24. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2024; the Company has wholly owned subsidiary Balaram Papers Pvt. Ltd. located at Mehsana, Gujarat and which is doing 100% Job work of Astron Paper & Board Mill Limited.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiary in Form AOC-1 is given in “ANNEXURE- B”. Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and Indian Accounting Standards (“Ind AS”) for financial year ended 31st March, 2024 and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Company, as approved by their respective Board of Directors.

Further, pursuant to the provisions of Section 137 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the company.

25. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto are complied with. The details are given in “ANNEXURE- C”.

Compliance certificate from practicing company secretaries regarding compliance of conditions of corporate governance is attached to the Annexure.

26. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report from M/s. Pinakin Shah & Associates, Practicing Company Secretary for the financial year ended 31st March, 2024 is annexed with the Directors’ Report and forms part of the Annual Report as given in “ANNEXURE- D”. There were no qualification/observations in the report.

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SECRETARIAL STANDARD:

The Company is in compliance with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: \\ \ ^x

As per Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

With reference to MCA Notification dated 28th September, 2020 and CSR Obligation of the company being less than Rs. 50 Lakh, Company has dissolved CSR Committee w.e.f. 14th February, 2023. The CSR Policy can be accessed on the Company’s website at the web link: http://astronoaper.com/pdf/CSR-Policv.pdf. With reference to calculation with respect to section 198 of the Companies Act, 2013 rule of The Companies (Corporate Social Responsibility Policy) Rules, 2014, company is not required to spend any amount towards CSR liability for the financial year 2023-24.

29. EXTRACT OF ANNUAL RETURN: ^

Pursuant to Section 92(3) ready with section 134(3)(a) of the companies Act, 2013, the Annual Return as on 31st March, 2024 is available on the company's website on www.astronDaper.com.

30. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details in terms of the provision of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "ANNEXURE-E" to this Report.

The focus for the year was on Capability Building, Employee Engagement and Key Talent Management. The total number of employees as on 31st March, 2024 were 411.

31. INSURANCE:

The Fixed Assets and Stocks of your Company are adequately insured.

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32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (1EPF):

Your Company do not have any funds lying unpaid or unclaimed for a period of seven years under Section 125 of the Companies Act, 2013. Therefore, there were no fund which required to be transferred to Investor Education and Protection Fund (IEPF).

33. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY: \ \ \ \

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It provides adequate safeguard against the victimization of employee who avail the mechanism and are allowed direct access to the chairman of the Audit committee and ethics counselor of the company. It has been communicated to the Directors and employees of the Company.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the web link: http://astronDaDer.com/Ddf/Whistle-Blower-Policv.pdf.

34. CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES: ^

All the related party transactions that were entered during the financial year were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel or other designated persons etc. which may have potential conflict with the interest of the Company at large or which requires the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All the Related Party Transactions were placed before the Audit Committee and also before the Board for its approval. Prior omnibus approval was obtained for the transactions which are of a foreseen and repetitive in nature. A statement of all related party transactions are placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has framed a Related Party Transactions policy for the purpose of identification and monitoring of such transactions and has been updated eventually in line with amendment issued by regulatory authorities. The policy on materiality of related party transactions as approved by the Board and may be accessed on the Company’s website at web link: httD://astronDaDer.com/pdf/Material-Related-Partv-Transaction-Policv-l.pdf. ( fff(({

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35. POLICY RELATING TO PREVENTION OF SEXUAL HARASSMENT:

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provision of the Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.

Further, the Company has Internal Complaints Committee for various locations of the Company in compliance with the above-mentioned Act and Rules.

During the financial year 2023-24, there was no complaint/ case of sexual harassment and hence no complaint remains pending as on 31st March, 2024.

36. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS:

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.

37. GENERAL: ^w

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:

• There has been no material change in the nature of business during the year under review.

• No Issue of equity shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

• Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

38. ACKNOWLEDGEMENT:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. Your Directors express their gratitude to customers, vendors, dealers, business associates and bankers for their continued support during the year. We thank the Government of India, the State Governments and statutory authorities and other government agencies for their support and look forward to their continued support in the future. The Directors look forward to the continued support of all stakeholders in future

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For and on behalf of the Board of Directors of, Astron Paper and Board Mill Limited

Date: 14/08/2024 Place: Ahmedabad

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Shri Kirit Patel, Chairman & Managing Director (DIN: 03353684)