Astra Microwave Products Ltd

Dear Members,

Your Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Financial Statements including Consolidated Accounts for the financial year ended March 31,2023.

FINANCIAL RESULTS STANDALONE:

The Standalone performance for the Financial Year ended March 31,2023 is as under:

The Financial Summary

Rupees in Lakhs

CONSOLIDATED:

The Consolidated performance for the Financial Year ended March 31,2023 is as under:

The Financial Summary

Rupees in Lakhs

For detailed analysis of the performance, please refer to management?s discussion and analysis section of the annual report.

State of the Company?s Affairs:

During the period under review, the Company has achieved revenue of Rs.807,27,24,113/- and net profit of Rs.76,64,72,390/- on a standalone basis. During the same period, the Company has achieved revenue of Rs.815,51,55,798/- and net profit of Rs.69,82,93,085/- on a consolidated basis.

Material change and commitment affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report:

The Company on May 5, 2023 made an allotment of 83,33,333 equity shares of face value Rs. 2 each at a price of Rs. 270 per equity share, including a premium of Rs. 268 per equity share on the Floor Price amounting to Rs. 268 per equity share, aggregating to Rs. 225 crores to Qualified Institutional Buyers pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

In view of the above, the paid-up share capital of the Company increased from Rs.17,32,23,350/- divided into 8,66,11,675 equity shares of face value Rs. 2/- per share, to Rs. 18,98,90,016/- divided into 9,49,45,008 equity shares of face value Rs. 2/- per share.

Share Capital

As on the date of this report, consequent to allotment made to Qualified Institutional Buyers on May 5, 2023, the paid-up share capital of the Company is Rs. 18,98,90,016/- divided into 9,49,45,008 equity shares of face value of Rs. 2/- per share.

Re-classification of Promoter & Promoter Group category to Public category

After the approval of the members of the company in the previous annual general meeting held on August 22, 2022 and further documents submitted to Stock Exchange, company got approval letter for re-classification of promoters under regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide BSE Letter No. LIST/COMP/HN/480/2022-23 dated January 31,2023 and NSE Letter No. NSE/LIST/C/2022/244 dated January 31,2023.

Dividend

The Board of Directors of your Company recommend a final dividend @ 80 % on the paid up Equity Share Capital of the Company i.e., Rs.1.60/- per equity share on face value of Rs.2 each, for the financial year ended 31st March, 2023.

Dividend Distribution Policy

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, your Company has adopted a Dividend Distribution Policy formulated by the Board specifying the financial parameters, factors and circumstances to be considered in determining the distribution of dividend to shareholders and / or retaining profits earned by the Company.

The web link of the Dividend Distribution Policy has been provided below for the perusal of the shareholders.

https://website.astramwp.com/admin/assets/uploads/reports/5175Dividend_Policy.pdf

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in the Retained Earnings. Credit Rating

During the year under review, the CRISIL has re-affirmed the following existing rating for Long Term, Short Term Bank facilities and Corporate Credit Rating of the Company:

a) Long-Term bank facilities: "CRISIL A/Stable"

b) Short-Term bank facilities: "CRISIL A1"

c) Corporate Credit Rating: "CRISIL A/Stable"

Listing of Equity Shares:

The Company?s equity shares are presently listed on the following Stock Exchanges:

i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai-400 001; and

ii) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2022-23. Subsidiary Companies, Associates and Joint Ventures

As per Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company and all its Subsidiaries and Associates prepared in accordance with the applicable accounting standards and forms part of this Annual Report, further a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed form in AOC-1 is annexed to this Board?s Report as Annexure - 1.

Consolidated Financial Statements

The Consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the Company including consolidated financial statements and related information of the Company and audited accounts of the subsidiaries, are available on the website of the company and a copy of separate Audited financial statements of its subsidiaries will be provided to shareholders upon their request.

Number of Meetings of the Board of Directors

Six (6) meetings of the Board of Directors were held during the financial year 2022-23. The details of the meetings are given in the Corporate Governance Report, which forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and provides details about the overall industry structure, developments, performance and state of affairs of the Company and other material developments during the financial year.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors? Responsibility Statement, the Board of Directors of the Company hereby confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of Profit and Loss Account of the Company for that period;

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

iv) the Directors have prepared the Annual Accounts for the financial year ended March 31, 2023 on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Nomination and Remuneration Committee

The Nomination and Remuneration Committee presently consists of the following Directors namely Mrs.Kiran

Dhingra, IAS (Retd.), Chairperson, Dr.Avinash Chander and Mr.P.A.Chitrakar as Members.

Brief description of terms of reference:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(1A). For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

(2) formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) devising a policy on diversity of board of directors;

(4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

(6) recommend to the board, all remuneration, in whatever form, payable to senior management.

(7) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority."

Nomination and Remuneration Policy

The objectives of the Policy

1) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2) To determine remuneration based on the Company?s size and financial position and trends and practices on remuneration prevailing in peer companies.

3) To carry out evaluation of the performance of Directors.

4) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The details of the meetings of the Nomination and Remuneration Committee convened during the financial year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report.

Particulars of Loans, Guarantees or Securities or Investments under Section 186

The particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2022-23 are given in Note 3 and 33 of the Notes to the financial statements.

Transactions with Related Parties

All related party transactions entered into during FY 2022-23 were on an arm?s length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm?s length basis.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 entered by the Company during the financial year ended March 31,2023 in prescribed Form AOC-2 is annexed to this Board?s Report as Annexure - 2.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your company has approved Policy on CSR.

The web link of the Corporate Social Responsibility policy has been provided below for the perusal of the shareholders. https://website.astramwp.com/admin/assets/uploads/reports/2394Astra CSR Policy 25.05.2022. pdf

The Board of Directors of the Company have constituted a Corporate Social Responsibility Committee presently consisting of following Directors namely Mr. S. Gurunatha Reddy, Chairman, Dr. M. V. Reddy, and Dr. Avinash Chander as Members.

A report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Board?s Report as Annexure- 3.

During the Financial year, Corporate Social Responsibility Committee meeting was held on July 15, 2022. Attendance at the Corporate Social Responsibility Committee Meetings:

Astra Foundation

Astra Foundation was established under Section 8 of the Companies Act, 2013 as a Non-Profit Organisation on 9th July, 2016, as a subsidiary of the company to grant donations to poor and needy for meeting expenditure of education, welfare, medical treatments and to establish, promote, set-up, run, maintain, assist, finance, support and / or aid in setting up and / or maintaining and /or running school for orphanages, poor houses for relief and help to the poor, old and infirm people and / or destitutes.

The wholly owned subsidiary i.e., Astra Foundation has not carried out any activities during the financial year under review.

Mechanism for Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the performance evaluation of the Board, the Committees of the Board and Individual Directors is done on annual basis.

Evaluation of all Board members is done on an annual basis. The Individual Directors? responses to the questionnaire on the performance of the Board, committee(s), Directors and Chairman, were analyzed by an independent consultant, to arrive at unbiased conclusions.

Directors and Key Managerial Personnel

Directors:

As per the provisions of the Companies Act, 2013 read with Companies (Qualifications and Appointment of Directors) Rules, 2014, Mr. P.A.Chitrakar, Director (DIN: 00003213) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

Mr.S.Gurunatha Reddy (DIN: 00003828) was appointed as the Managing Director of the Company for a term upto April 29, 2023. Based on the recommendation of the NRC, the Board of Directors, at its meeting held on December 9, 2022, re-appointed Mr.S.Gurunatha Reddy as the Managing Director for a further period effective April 30, 2023 upto April 29, 2027, subject to approval of the shareholders. On February 14, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr.S.Gurunatha Reddy as Managing Director for the above-mentioned tenure.

Dr.M.V.Reddy (DIN: 00421401) was appointed as the Joint Managing Director of the Company for a term upto April 29, 2023. Based on the recommendation of the NRC, the Board of Directors, at its meeting held on December 9, 2022, re-appointed Dr.M.V.Reddy as the Joint Managing Director for a further period effective April 30, 2023 upto April 29, 2028, subject to approval of the shareholders. On February 14, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Dr.M.V.Reddy as Joint Managing Director for the above-mentioned tenure.

Mr. Atim Kabra (DIN:00003366), was appointed as Non-Executive Director of the Company with effect from August 14, 2019. Based on the recommendation of the NRC, the Board of Directors, at its meeting held on December 9,

2022, appointed Mr. Atim Kabra, Non-Executive Director as Whole Time Director for a period of five (5) years with effect from January 1,2023 upto December 31,2027, subject to approval of the shareholders. On February 14,

2023, the Shareholders of the Company, by way of a postal ballot, approved the appointment of Mr. Atim Kabra as Whole Time Director for the above-mentioned tenure.

During the year under review, Mr. Sunil Kumar Sharma, Independent Director resigned from the directorship of the Company with effect from December 10, 2022 owing to health problem. The Board places on record its deep appreciation for the valuable services rendered by him to the Board and the Company during his tenure.

Dr. Avinash Chander was appointed as Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 5 years and will hold office upto January 28, 2023. Considering his knowledge, expertise and experience in his field and the substantial contribution made by the director during his tenure as an Independent Director since his appointment, the Nomination and Remuneration Committee and the Board has recommended the re-appointment of Dr. Avinash Chander as Independent Director on the Board of the Company, to hold office for the second term of five consecutive years commencing from January 29, 2023 up to January 28, 2028 and not liable to retire by rotation. The Company has received declaration from Dr. Avinash Chander that he continue to fulfil the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of the Listing Regulations (including statutory re-enactment thereof for the time being in force).

The Company?s Independent Directors have given requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company?s Code of Conduct. The Independent Directors of the company have registered themselves with the Indian Institute of Corporate Affairs (IICA) towards the inclusion of their names in the data bank maintained with it and they meet the requirements of proficiency self-assessment test.

The Company keeps on update directors about the company?s performance, their roles and responsibilities, an overview of the industry, the Company?s business model, the risks and opportunities through various presentations at the meeting of the board of directors of the Company towards familiarisation program.

Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the company are Mr.S.Gurunatha Reddy, Managing Director, Dr.M.V.Reddy, Joint Managing Director, Mr.Atim Kabra, Director (Strategy and Business Development), Mr. T.Anjaneyulu, G.M- Company Secretary and Mr. Benarji Mallampati, DGM - CFO.

Directors and Officers Insurance (‘D&O?)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (‘D&O?) for all its Directors and Key Managerial Personnel of the Company.

Deposits

The Company has not accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AUDITORS

Statutory Auditors and their Report

At the 31^st AGM held on August, 22, 2022, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (FRN 012754N/ N500016) were appointed as Statutory Auditors of the Company for a second term of five (5) consecutive years upto the 36^th AGM by the Members.

The Auditors? Report on the financial statements of the Company for the financial year ended March 31,2023 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Auditors? Report is enclosed with the financial statements forming part of the annual report.

Internal Auditors

The Board of Directors of the Company have appointed M/s. Kirtane & Pandit LLP, Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company for the financial year ended March 31,2023.

Cost Auditors

The provisions of Section 148 of the Companies Act 2013 for maintaining the Cost Records are applicable to the Company.

Accordingly, the Company is maintaining the Cost Records as specified by the Central Government under the Rules made there under Section 148 of the Companies Act

Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had appointed M/s. DZR & Co., (FRN: 000173), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended March 31, 2023. The audit is in progress and report will be filed with the Ministry of Corporate Affairs within the prescribed period. A proposal for ratification of remuneration of the Cost Auditors is placed before the shareholders.

Secretarial Auditor Report

As per the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors have appointed Mr. L. Dhanamjay Reddy, Practising Company Secretary (C.P.No: 3752) as Secretarial Auditor for auditing the secretarial records maintained by the Company for the financial year 2022- 23.

The Secretarial Auditor?s Report is annexed to this Board?s Report as Annexure- 4A.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. L. Dhanamjay Reddy, Practising Company Secretary, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed herewith as ‘Annexure - 4B?.

Board?s response on Auditor?s qualification, reservation or adverse remark or disclaimer made

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by the Practicing Company Secretary in the Secretarial Audit Report for the financial year.

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

Audit Committee

The Audit Committee presently consists of the following Directors namely Dr. Avinash Chander, Chairman, Mr. S. Gurunatha Reddy and Mrs. Kiran Dhingra, IAS (Retd.) as members of the Committee.

All members of the Audit Committee are financially literate and have experience in financial management.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The terms and reference of Audit Committee and details of the meetings of the Audit committee held during the financial year 2022-23 and the attendance of members are provided in the Corporate Governance Report, which forms part of this Annual Report.

Corporate Governance

The Corporate Governance Report regarding compliance of the conditions of corporate governance by your Company as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as part of this Report along with the Certificate on its compliance.

Vigil Mechanism / Whistle Blower Policy

The Company established a whistle blower policy in order to assure that the business is conducted with integrity and that the Company?s financial information is accurate.

Prevention of Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr.T.Anjaneyulu, G.M - Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementation of the code for trading in Company?s securities.

During the year under review, there has been due compliance with the said code of conduct for prevention of insider trading.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial Personnel as per Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Board?s Report as Annexure- 5.

Insurance

All properties and insurable interests of the Company have been fully insured.

Internal Financial Controls

The company has in place adequate internal financial controls with reference to financial statements. The Company maintains all its records in SAP System and the work flow and approvals are routed through SAP.

Names of Companies which have become or ceased to be Company?s Subsidiaries, Joint Ventures or Associate Companies during the year

During the Financial year, no Company has become or ceased to be Company?s Subsidiary, Joint Venture or Associate Company.

Change in the nature of business

There has been no change in the nature of business of the Company.

Significant and material orders passed by the regulators or courts or tribunals

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the company and its future operations.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Human Resources

The Industrial relations of the Company continued to be cordial and harmonious during the year under review. Environment, Health and Safety

The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and the Factories Act and Rules made thereunder.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Compliance with Secretarial standards

The company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to this Board?s Report as Annexure - 6.

Annual Return

Annual Return in Form MGT-7 is available on the Company?s website, the web link for the same is https://astramwp. com/wp-content/uploads/2023/07/ASTRA-Form MGT 7-31.03.23.pd.

Risk Management

The Risk Management Committee consists of the following Directors:

Mr. S. Gurunatha Reddy, Chairman, Dr. Avinash Chander, Dr. M.V. Reddy and Mrs. Kiran Dhingra, IAS (Retd.) as members of the Committee.

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks.

In the opinion of the Board, there are no major elements of risk which has the potential of threatening the existence of the Company.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) of your Company for the year ended March 31, 2023 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure- 7.

Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible by their hard work, solidarity, co-operation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers, bankers, regulatory and government authorities for their continued support.