Directors Report of Goldstar Power Ltd.

Mar 31, 2025

Your directors are pleased to present their 26^th Annual Report on the business and
operations of the company together with the Audited Financial Statements for the
Financial Year ended on March 31, 2025.

FINANCIAL RESULTS:

Your Company’s performance for the year ended on 31^st March, 2025, is summarized
as under:

(Rupees in Lakhs)

Sr. No	PARTICULARS	2024-25	2023-24
1.	Revenue from Operation (Net)	4,838.13	5016.55
2.	Other Income	208.48	215.46
3.	TOTAL REVENUE (1 2)	5,046.61	5,232.02
4.	Cost of raw material consumed	3,350.60	3,685.93
5.	Employees Benefits Expense	271.59	261.73
6.	Changes in Inventories Finished goods, work-in-progress and Stock-in- Trade	53.41	(113.95)
7.	Finance Cost	156.52	184.46
8.	Depreciation & Amortization Exp.	159.25	156.55
9.	Other Expenses	705.96	507.10
10.	TOTAL EXPENSE (4 9)	4,697.32	4,681.82
11.	Profit/ (Loss) Before Tax	349.29	550.20
12.	Current T ax	107.99	112.75
13.	Deferred Tax	13.30	32.89
14.	Less: MAT Credit	0.00	0.00
15.	PROFIT/ (LOSS) AFTER TAX	228.00	404.56
(PAT)

OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Highlights of Company’s performance for the year ended on March 31, 2025:

> Total Revenue from Operations decreased from Rs.50.16 Crores of previous
F.Y.2023-24 to Rs.48.38 Crores in the year under Report

> Total Expenses has increased from Rs.46.81Crores of previous F.Y. 2023-24
to Rs.46.97 Crores in the year under Report

> Profit before exceptional & extra ordinary items has decreased from
Rs.550.20 Lakhs of previous F.Y. 2023-24 to Rs.349.29 Lakhs in the year under
Report

> Net Profit decreased from Rs.404.56 Lakhs of previous F.Y. 2023-24 to
Rs.228.00 Lakhs in the year under Report

> Earnings per share (EPS) for the F.Y. 2024-25 is 0.09 as compared to 0.17 of
F.Y.2023-24.

The Board assures that the management will leave no efforts untouched to increase
the profitability of the company.

DECLARATION OF DIVIDEND:

With a view to use the internal accruals for growth of the Company and to strengthen
the financial position of the company, your directors do not recommend any
dividend for the year under Report.

TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013, no amount is
transferred to general reserves account of the Company during the year under review.

The company has a closing balance of Rs.6,40,11,907 (Six Crore Forty Lakhs Eleven
Thousand Nine Hundred and Seven Rupees Only) as Reserves and Surplus as on
31.03.2025.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacture, produce and assembles all
types of batteries, including storage batteries, dry batteries, solar power batteries etc.
During the year, Your Company has not changed its business or object and continues
to be in the same line of business as per main object of the company.

Our product range covers various types of batteries including Fully Automotive Batteries
for Car, Tractor and Heavy-Duty Trucks, Tubular Batteries for Inverter and Solar
Application, SLI and Tubular Batteries for E-Rickshaw, SMF-VRLA Batteries for UPS
Application, Motorcycle Batteries, Solar Batteries, Pure Lead and Alloy batteries.

Currently our Company caters to all three segments of market viz. exports, domestic/after
sales market and OEM. We have a widespread customer base with our domestic customer
base situated in various regions of the country and our international customers situated
across varied countries like Dubai, Uganda, Turkey, Senegal, Lebanon, Afghanistan,
Oman, Yemen etc.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED
BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THIS REPORT.

There are no Material Changes and Commitments affecting the Financial Position of
the Company between the end of Financial Year of the Company to which the Financial
Statement relates and the date of this report.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview
of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014 as amended from time to time, during the year under review and
therefore details mentioned in Rule 8(5)(V) & (VI) of Companies (Accounts) Rules,
2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 24,07,05,000.

A) Allotment of equity shares on Preferential Basis to the allottees through swap of shares:

During the year under review, the Company has not Allotted equity shares. However,
It is hereby declared that Board of the company has approved Issuance and allotment
of upto 4,54,93,500 Equity shares on March 26, 2025.And Members of the company
has approved Issuance of equity shares on a preferential basis (“Preferential Issue”) to
the non-promoter investors for a consideration other than cash. Company has approved
allotment of 4,54,93,500 shares on preferential basis through swap of shares pursuant
to in-principal approval from NSE on July 04, 2025.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of
Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31, 2025, the Company does not have any subsidiary or joint venture and
associate company.

LISTING STATUS:

The Company’s equity shares are listed on NSE Emerge SME platform of National
Stock Exchange of India Limited with Symbol GOLDSTAR. The Company is regular
in payment of Annual Listing Fees. The Company has paid Listing Fees upto the year
2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

? REGISTRATION OF INDEPENDENT DIRECTORS IN
INDEPENDENT DIRECTORS DATA BANK:

All the Independent Directors of the Company have been registered and are members
of Independent Directors Databank maintained by Indian Institute of Corporate
Affairs.

? DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE
TO GET RE- APPOINTED:

Pursuant to Section 149, 152 and other applicable provisions of the Companies
Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall
retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the
Companies Act, 2013. Mr. Amratlal Mohanbhai Pansara (DIN: 00300786)

though appointed as Director of the Company. He has been associated with the
Company since 1999, is liable to get retired by rotation being eligible has offered
himself for re-appointment at the ensuring 26^th AGM of the Company. The Board
recommends his re- appointment for consideration by the Members of the
Company at the 26^th Annual General Meeting. Accordingly, requisite resolution

shall form part of the Notice convening the AGM.

? DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have confirmed to the Board that they meet the criteria
of Independence as specified under Section 149(6) of the Companies Act, 2013 and
Regulation 25 of the Listing Regulations that they qualify to be Independent
Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014. They have confirmed that they meet the requirements of
“Independent Director” as mentioned under Regulation 16 of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.

Therefore, Board is duly composed as per the Companies Act, 2013 provisions and
SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The
Following changes in the Board Composition took place during the year under
report and the confirmations were placed before and noted by the Board.

BOARD AND COMMITTEE MEETING:

? BOARD MEETING:

The Board meets at regular intervals to discuss and take a view on the Company’s
policies and strategy apart from other Board matters. The notice for Board Meetings
is given well in advance to all the Directors.

The Board of Directors met 7 times during the financial year ended March 31, 2025
in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder. The intervening gap between two board meetings was within the period
prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The
prescribed quorum was presented for all the Meetings and Directors of the Company
actively participated in the meetings and contributed valuable inputs on the matters
brought before the Board of Directors from time to time.

Seven Board Meetings were held as under:

1.	09.04.2024	2.	27.05.2024	3.	05.09.2024	4.	15.10.2024
5.	12.11.2024	6.	03.02.2025	7.	26.03.2025

Attendance of Directors in the Board Meeting

Sr.No	Name of Director	No. of Board Meeting
		Held	Attended
1.	Mr. Navneet M. Pansara (Managing Director)	7	7
2.	Mr. Amrutlal M. Pansara (Whole-Time Director)	7	7
3.	Mrs. Dhruti N. Pansara (Director)	7	7
4.	Mr. Chetan V. Khattar (Independent Director)	7	7
5.	Mr. Hemraj Patel (Independent Director)	7	7
6.	Mr. Mahesh Sojitra (Independent Director)	7	7s

? NUMBER OF COMMITTEE MEETING

The Audit Committee met 4 times during the Financial Year ended March 31,
2025. The Stakeholders Relationship Committee met 1 time during the Financial
Year ended March 31, 2025. The Nomination and Remuneration Committee met
1 times during the Financial Year ended March 31, 2025. Members of the
Committees discussed the matter placed and contributed their valuable inputs on
the matters brought before the meetings.

Additionally, during the Financial Year ended March 31, 2025 the Independent
Directors held a separate meeting on 21^st May, 2025 in compliance with the
requirements of Schedule IV of the Companies Act, 2013 and Regulations 25(3) of
the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee which has established as a part of
better corporate governance practices and is in compliance with the requirements of
the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

The Audit Committees composition meets with the requirement of section 177
of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation
18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015. The Members of the Audit Committee possesses financial / accounting

expertise / exposure.

The Audit Committee comprised of 3 members as per Table here in below. The
Company Secretary is the Secretary and Compliance Officer of the committee.
The detail of the composition of the Audit Committee along with their meetings
held/ attended is as follows:

Sr. No	Name of Director	No. of Audit committee Meeting
		Held	Attended
1	Mr. Chetan Khattar (Independent Director) Member	4	4
2	Mr. Hemraj Patel (Independent Director) Member	4	4
3	Mr. Mahesh Sojitra (Independent Director) Chairman	4	4

During the year under review, meetings of Audit Committee were held on:

27.05.2024

05.09.2024

12.11.2024

26.03.2025

II. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the
requirement of section 178 of the companies Act, 2013 and Clause 49 of Listing
Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The Members of the Nomination &
Remuneration Policy possesses sound knowledge / expertise / exposure.

The Committee comprised of 3 members as per Table here in below. The
Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the Nomination & Remuneration Committee along
with their meetings held/ attended is as follows: -

Sr.No	Name of Director	No. of NRC committee Meeting
		Held	Attended
1	Mr. Chetan Khattar (Independent Director) Member	1	1
2	Mr. Hemraj Patel (Independent Director) Chairman	1	1

3	Mr. Mahesh Sojitra (Independent Director) Member	1	1

During the year under review, meetings of Nomination & Remuneration
Committee were held on

12.11.2024

The Company has duly formulated the Nomination & Remuneration Policy which is also
available at the Company Website

.https://goldstarpower.com/wpcontent/uploads/2023/policy%20code%20of%20conduct/Nomina

tion-and-Remuneration-Policy.pdf

III. COMPOSITION OF STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of the
Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders
Relationship Committee is mainly responsible to review all grievances connected
with the Company’s transfer of securities and Redressal of shareholders /

Investors / Security Holders Complaints.

The Committee comprised of 3membersas per Table here in below. The
Company Secretary is the Secretary and Compliance Officer of the Committee.

The detail of a composition of the said Committee along with their meetings held/
attended is as follows: -

Sr.No	Name of Director	No. of SRC committee Meeting
		Held	Attended
1	Mr. Chetan Khattar ( Independent Director ) Chairman	1	1
2	Mr. Hemraj Patel ( Independent Director ) Member	1	1
3	Mr. Mahesh Sojitra ( Independent Director ) Member	1	1

During the year under review, meetings of Stakeholders Relationship Committee
were held on

26.03.2025

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder,
the Board has carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its Audit Committee,
Nomination & Remuneration Committee and Stakeholders Relationship Committee,
experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and
outcome.

The performance of each of the non-independent directors was also evaluated by the
independent directors at the separate meeting held of the Independent Directors of the
Company.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of
Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a
net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR
Committee. Goldstar Power Limited does not fall in any of the above criteria during
the year 2024-25.

Therefore, it is not required mandatorily to carry out any CSR activities or constitute
any Committees under provisions of Section 135 of the Act.

We also feel strongly about giving back to our community. We believe everybody
deserves to be treated with dignity and respect, regardless of their personal
circumstances, and offered the skills, knowledge and assistance they need to help
themselves lead healthy and productive lives.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established, in order to
ensure that the activities of the company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty and
integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors,
employees and business associates may report unethical behavior, malpractices,
wrongful conduct, fraud, violation of Company’s code of conduct without fear of
reprisal. The Company has set up a Direct T ouch initiative, under which all Directors,
employees, business associates have direct access to the Chairman of the Audit
committee, and also to a three-member direct touch team established for this purpose.
The direct touch team comprises one senior woman member so that women
employees of the Company feel free and secure while lodging their complaints under
the policy.

The Company ensures that genuine Whistle Blowers are accorded complete
protection from any kind of unfair treatment or victimization. The vigil mechanism
policy has also been uploaded in the website of the company at

https://goldstarpower.com/wp-content/uploads/2018/05/Whistle-Blower-Policy.pdf

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk
management plan for the Company. The Audit Committee has additional oversight in
the area of financial risks and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing
basis. The company has been following the principle of risk minimization as it is the
norm in every industry. The Board has adopted steps for framing, implementing and
monitoring the risk management plan for the company. The main objective of this
policy is to ensure sustainable business growth with stability and to promote a pro¬
active approach in reporting, evaluating and resolving risks associated with the
business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to risk management, in order to guide for decisions on risk related
issues.

In today’s Challenging and competitive environment, strategies for mitigating inherent
risk in accomplishing the growth plans of the company are imperative. The Common
risks inherent are: Regulations, Competition, business risk, technology obsolescence,
long term investments and expansion of facilities. Business risk, inter alia, includes
financial risk, political risk, legal risk etc., As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate the same.

INSURANCE:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186:

The details of loans, guarantees or investment covered under the provisions of section
186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

AUDITORS:

? STATUTORY AUDITORS:

The members of the company at their Annual General Meeting held on 30^th September,

2024 had appointed M/s. DGMS & Co., Chartered Accountants, Jamnagar, (ICAI
Firm Registration Number: 0112187W) as Statutory Auditors of the Company for a
term of 5 (five) financial years.

The Auditor’s Report for the financial year ended March 31, 2025 forms part of this
Annual Report and is attached to the Director’s Report as “ANNEXURE-2” and same
does not contain any qualification, reservation or adverse remarks.

There have been no instances of fraud reported by the Auditors under Section 143(12)
of the Companies Act, 2013.

? SECRETARIAL AUDITORS:

As required under provisions of section 204 of the Companies Act, 2013 and Rules
framed thereunder, the Board has appointed the Secretarial Auditors of the Company,

Mrs. Rupal Patel, (ICSI Membership Number: FCS 6275, Certificate of Practice
No: 3803), for conducting the Secretarial Audit for the FY 2024-25.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the
Company for the Financial Year ended on March 31, 2025 is attached to the Director’s
Report as

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 Company has appointed PCS Rupal Patel, Practicing Company Secretary
(CP No.3803), to undertake the Secretarial Audit of the Company for the F.Y. 2024¬
25. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as
“Annexure III”.

? INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and
Rules framed thereunder, your Company has appointed M/s. B. B. Gusani &
Associates, Chartered Accountants, Jamnagar, (ICAI Firm Registration
Number 140785W) as the Internal Auditors of the Company for the Financial Year
2024-25 and takes their suggestions and recommendations to improve and
strengthen the internal control systems.

? COST AUDIT:

The provisions of Section 148(1) of the Companies Act, 2013 and Rule 14 of the
Companies (Audit and Auditors) Rules, 2014 and other applicable rules and
provisions is not applicable on the Company. Therefore, no cost records have been
maintained by the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the
Financial Year 2024-25 as issued by the Institute of Company Secretaries of India
(ICSI).

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

At Goldstar Power Limited, all employees are of equal value. There is no
discrimination between individuals at any point on the basis of race, colour, gender,
religion, political opinion, national extraction, social origin, sexual orientation or age.

At Goldstar Power Limited, every individual is expected to treat his/her colleagues
with respect and dignity. This is enshrined in values and in the Code of Ethics &
Conduct of Goldstar Power Limited. The Direct Touch (Whistle-Blower &Protection
Policy) Policy provides a platform to all employees for reporting unethical business
practices at workplace without the fear of reprisal and help in eliminating any kind of
misconduct in the system. The Policy also includes misconduct with respect to
discrimination or sexual harassment.

The Company also has in place “Prevention of Sexual Harassment Policy”. This Anti¬
Sexual Harassment Policy of the Company is in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. All employees (permanent, contractual, temporary and trainees) are
covered under this policy. The sexual harassment policy has also been uploaded in the
website of the company at

https://goldstarpower.com/wp-content/uploads/2018/05/Prevention-of-Sexual-

Harrasement-at-Workplace.pdf

An Internal Complaints Committee (ICC) is in place to redress complaints received
regarding sexual harassment. The following is a summary of sexual harassment
complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed of: NA

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Company has
continuous monitoring mechanism which enables the organization to maintain the
same standards of the control systems and help them in managing defaults, if any, on
timely basis because of strong reporting mechanisms followed by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations
2015, Management Discussion and Analysis report has been separately furnished in
the Annual Report and forms part of the Annual Report as “ANNEXURE-6”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE
COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related
party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary
course of business on arm’s length basis. Details of the transactions pursuant to
compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014 are annexed herewith as per “ANNEXURE-1”

During the year the Company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part
of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation
2015, the Company has formulated a Policy on Related Party Transactions which is
also available on Company’s Website at http://goldstarpower.com/wp-
content/uploads/2018/05/Related-Party-T ransactions-Policy.pdf

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than
Rs 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not
required to give information under Sub rule 2 and 3 of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each whole-time director and key managerial personnel
(KMP) to the median of employee’s remuneration of the employee of the Company as
per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and
Remuneration) Rules 2014 for the financial year 2024-25 forms part of this Board
report as “ANNEXURE-4

Additionally, the following details form part of Annexure-4 to the Boards Report:

• Remuneration to Whole Time Directors.

• Remuneration to Non-executive/ Independent Directors.

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have employees
stock option scheme.

DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER
THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

The Statutory Auditors or Secretarial Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of
the Companies Act, 2013, including rules made thereunder during the current Financial
Year.

BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration

The policy of the Company on director’s appointment and remuneration, including
the criteria for determining the qualifications, positive attributes, independence of
a

director and other matters, as required under sub section (3) of section 178 of the
Companies Act, 2013 have been regulated by the nomination and remuneration
committee and the policy framed by the company is annexed with the Board Report
as “ANNEXURE-5” and available on our website, at https://goldstarpower.com/

There has been no change in the policy since last fiscal. We affirm that the
remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company with the Nomination and Remuneration
Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with
the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The
Insider Trading Policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company as
well as consequences of violation. The Policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company’s Shares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board, the
details of which are available on the website of the company at
www.goldstarpower.comand for the convenience given herein below:

Sr. No	Name of policy	Web link
1.	Boards Diversity Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Board-Diversity-Policy.pdf
2.	Dividend Distribution Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Dividend-Di stributi on-P
		olicy.pdf
3.	Related Party Transaction Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Related-Party-Transactions-P
		olicy.pdf
4.	Material Subsidiary	https://goldstarpower.com/wp- content/uploads/2018/05/Material-Subsidiaries.pdf
5.	Materiality of Events	https://goldstarpower.com/wp- content/uploads/2018/05/Materiality-of-Events.pdf
6.	Preservation of Documents Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Preservation-of-Docume
		nts.pdf
7.	Evaluation Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Evaluation-Policy.pdf
8.	Whistle Blower Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Whistle-Blower-Policy.pdf
9.	Prevention of Sexual Harassment at Workplace	https://goldstarpower.com/wp- content/uploads/2018/05/Prevention-of-Sexual-Harr
		asement- at-W orkpl ace.pdf
10.	Web Archival Policy	https://goldstarpower.com/wp-content/uploads/2018/05/
		Web- Archival-Policy.pdf

11.	Code of Conduct for prevention of Insider Trading	https://goldstarpower.com/wp- content/uploads/2018/05/Insider-Trading-Po licy.pdf
12.	Terms & Conditions for Appointment o f Independent Directors.	https://goldstarpower.com/wp- content/uploads/2018/05/Appointment-Indepe ndent- Director.pdf
13.	Payment to Non¬ Executive Directors	https://goldstarpower.com/wp- content/uploads/2018/05/Payment-Non-Executive-Dir
		ector.pdf
14.	Familiarization Programme for Independent Director	https://goldstarpower.com/wp- content/uploads/2018/05/Familiarization-Progr
		amme- Independent-Director.pdf
15.	Nomination & Remuneration Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Nomination-Remuneration-P
		olicy.pdf
16.	Code of Conduct for Directors and KMP’s	https://goldstarpower.com/wp- content/uploads/2018/05/Code-Conduct-Directors-
		KMP.pdf
17.	Green Initiative with regard to Corporate Governance	http://goldstarpower. com/wp- content/uploads/2018/05/Green-Initiative-Corporate-
		Governance.pdf
18.	Insider Trading Policy with Amendments 20.03.201 9	https://goldstarpower.com/wp- content/uploads/2018/05/Insider-Trading-Policy.pdf

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As at 31^st March, 2025, the Company does not have any Subsidiary, Joint Venture
or Associate Companies.

CORPORATE GOVERNANCE:

“Corporate Governance Practices Are Reflection of Value Systems and which
Invariably Includes our Culture, Policies and Relationships with our Shareholders”

Integrity and transparency are key factors to our governance practices to ensure that we
achieve and will retain the trust of our stakeholders at all times. Corporate Governance
is about maximizing Shareholders value legally, ethically and sustainably. At Goldstar,
our Board exercises its fiduciary responsibilities in the widest sense of the term. Our
disclosures seek to attain the best practices in the international corporate governance.

We also endeavor to enhance long term shareholder value and respect- minority rights
in all our business decisions.

As our company has been listed on SME EMERGE Platform of National Stock
Exchange Limited (NSE), by virtue of regulation 15 (2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the
corporate governance provisions as specified in regulation 17 to 27 and clause B to (i)
of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to
Corporate Governance Report, shall not apply to company listed on SME Exchange.
Hence Corporate Governance Report does not form a part of this Board Report, though
we are committed for the best corporate governance practices.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN
RESPECT OF NON - DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being
appointed or reappointed and has noted that none of the Directors are disqualified under
section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014. However, as company
being listed on the SME platform of the Stock Exchange, Corporate Governance
regulations are not applicable to the company and hence no Certificate for the same
from the Practicing Company Secretary is applicable to the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any
regulating authority or court or tribunal which could affect the going concern status
and Company’s operations in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY
TECHNOLOGY ABSORPTION:

The information pertaining to Conservation of Energy, Technology Absorption, as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 5 of
Companies (Accounts) Rules, 2014 as follows:

A. Conservation of Energy: -

1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day by day power
consumption in an effort to save energy. The Company ensures optimal use of
energy with minimum extent of wastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

During the year under review company has not undertaken any steps but
Company has purchased land for Solar Plant and planning to use it as alternate
source of energy in the F.Y.2022-23

3. Capital Investment on energy conservation equipment:

During the year under review, company has not made any capital investment on
energy conservation equipment.

B. Technology Absorption:

1. The efforts made towards technology absorption:

The Company has not made any special effort towards technology absorption.
However, company always prepared for update its factory for new technology.

2. The benefits derived like product improvement, cost reduction, product
development or import substitution: Not Applicable

3. In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed, areas where absorption has not taken place, and
the reasons thereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange
Earnings and Expenses as under:

PARTICULARS	2024-25	2023-24
Foreign Exchange Earnings	225672647.00	202,387,381.00
Foreign Exchange Outgo	105023674.00	30,397,634.00

DIRECTORS RESPONSIBILTY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited
Financial Statements of the Company for the year ended March 31, 2025, the Board

of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material
departures;

2. The directors had 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
at the end of the financial year as on March 31, 2025 and of the profit of the
company for that year;

3. The directors had taken proper and sufficient care to the best of their
knowledge and ability for 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;

4. The directors had prepared the annual accounts of the company on a going
concern basis; and;

5. Directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and are
operating effectively;

6. The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and
operating effectively.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE
COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

1. During the year under review the company has not accepted the deposit from the
public under Section 73 to 76 of the companies Act, 2013 and the Rules made there
under except amount borrowed from Directors which is exempted deposit as per
Companies (Acceptance of Deposit) Rules, 2014.

2. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company’s operations in
future.

3. There have been no instances of any revision in the Board’s Report or the financial
statement, hence disclosure under Section 131(1) of the Act is not required to be
made.

4. The Company has not issued any shares to any employee, under any specific
scheme, and hence, disclosures under Section 67(3) are not required to be made.

5. The Company has not paid any commission to any of its Directors and hence,
provision of disclosure of commission paid to any Director as mentioned in Section
197(14) is not applicable.

6. The Company has not issued (a) any share with differential voting rights (b) sweat
equity shares (c) shares under any Employee Stock Option Scheme, and hence no
disclosures are required to be made as per the Companies (Share Capital and
Debentures) Rules, 2014

7. There is no application made under the Insolvency and Bankruptcy Code, 2016,
during the year under Report, and therefore no such details are required to be given.

8. There are no instances of any One Time Settlement with any Bank, and therefore,
details of difference between the amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or
Financial Institutions, are not required to be given.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act,
2013 does not apply as the company was not required to transfer any amount to the
Investor Education and Protection Fund (IEPF) established by Central Government of
India.

CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating
for its securities. Though, Goldstar has received SME 3 from (Small and Medium
Enterprise Ratings) on August 10, 2018 which is maintained till date.

The rating indicates stable and positive outlook of the Company. Rating shows High
Credit Worthiness in relation to other MSEs.

REGISTRAR AND SHARE TRANSFER AGENT
INFORMATION:

M/S. MUFG INTIME INDIA PRIVATE LIMITED

C-101, 247 Park, L.B.S Marg,

Vikhroli (West), Mumbai - 400 083,

Telephone Number: 91 22 4918 6000
Email: [email protected]
Website: www.in.mmps.mufg.com

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinting efforts of employees have enabled the Company
to remain at the leadership position in the industry. It has taken various steps to
improve productivity across organization.

ACKNOWLEDGEMENT AND APPRECIATION:

Your directors would like to express their appreciation for assistance and co- operation
received from the Shareholders, State Governments, Local authorities and Company’s
Bankers for the assistance co-operation and encouragement they extended to the
Company.

Your directors also wish to place on record their sincere thanks and appreciation for
the continuing support and unstinting efforts of investors, vendors, dealers, business
associates and employees in ensuing and excellent all-around operational
performance.

By Order of the Board of Directors

Date: 04.09.2025 For, GOLDSTAR POWER LIMITED,

Place: Jamnagar

Sd/- Sd/-

( Mr. Navneet M .Pansara ) (Mr. Amrutlal Pansara)

Managing Director Wholetime Director

[DIN: 00300843] [DIN: 00300786]

---

Mar 31, 2024

Your directors are pleased to present their 25^th Annual Report on the business and operations of the company together with the Audited Financial Statements for the Financial Year ended on March 31, 2024.

FINANCIAL RESULTS:

Your Company’s performance for the year ended on 31^st March, 2024, is summarized as under:

(Rupees in Lakhs)
Sr. No	PARTICULARS	2023-24		2022-23
1.	Revenue from Operation (Net)		5016.55	4998.30
2.	Other Income		215.46	213.74
3.	TOTAL REVENUE (1 2)	5,232.02		5,212.03
4.	Cost of raw material consumed		3,685.93	3,346.40
5.	Employees Benefits Expense Changes in Inventories Finished		261.73	287.84
6.	goods, work-in-progress and Stock-			86.72
	in-Trade	(113.95)
7.	Finance Cost		184.46	147.71
8.	Depreciation & Amortization Exp.		156.55	158.91
9.	Other Expenses		507.10	684.03
10.	TOTAL EXPENSE (4 9)		4,681.82	4,711.61
11.	Profit/ (Loss) Before Tax		550.20	500.42
12.	Current Tax	112.75		76.85
13.	Deferred Tax			50.86
		32.89
14.	Less: MAT Credit		0.00	0.00
15.	PROFIT/ (LOSS) AFTER TAX
(PAT)		404.56		372.71

OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Highlights of Company’s performance for the year ended on March 31, 2024:

> Total Revenue from Operations increased from Rs. 49.98 Crores of previous EY2C22-23 to Rs. 50.16 Crores in the year under Report

> Total Expenses has decreased from Rs. 47.11 Crores of previous F.Y. 2022-23 to Rs. 46.81 Crores in the year under Report

> Profit before exceptional & extra ordinary items has increased from Rs. 500.42 Lakhs of previous F.Y. 2022-23 to Rs.550.20 Lakhs in the year under Report

> Net Profit increased from Rs. 372.71 Lakhs of previous F.Y. 2022-23 to Rs 404.56 LdhB in the year under Report

> Earnings per share (EPS) for the F.Y. 2023-24 is 0.17 as compared to 0.19 of F.Y. 2022-23.

The Board assures that the management will leave no efforts untouched to increase the profitability of the company.

DECLARATION OF DIVIDEND:

With a view to use the internal accruals for growth of the Company and to strengthen the financial position of the company, your directors do not recommend any dividend for the year under Report.

TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013, no amount is transferred to general reserves account of the Company during the year under review.

The company has a closing balance of Rs. 41,211,721.53 (Forty-one million two hundred twelve thousand) as Reserves and Surplus as on 31.03.2024.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacture, produce and assembles all types of batteries, including storage batteries, dry batteries, solar power batteries etc. During the year, Your Company has not changed its business or object and continues to be in the same line of business as per main object of the company.

Our product range covers various types of batteries including Fully Automotive Batteries for Car, Tractor and Heavy-Duty Trucks, Tubular Batteries for Inverter and Solar Application, SLI and Tubular Batteries for E-Rickshaw, SMF-VRLA Batteries for UPS Application, Motorcycle Batteries, Solar Batteries, Pure Lead and Alloy batteries.

Currently our Company caters to all three segments of market viz. exports, domestic/after sales market and OEM. We have a widespread customer base with our domestic customer base situated in various regions of the country and our international customers situated across varied countries like Dubai, Uganda, Turkey, Senegal, Lebanon, Afghanistan, Oman, Yemen etc.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHTCH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT.

There are no Material Changes and Commitments affecting the Financial Position of the Company between the end of F inancial Y ear of the Company to which the F inancial Statement relates and the date of this report.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(V) & (VI) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

SHARE CAPITAL:

During the year under report the

Members of the company has approved hereby given to 4,81,41,000 each new equity shares of face value Re. 1/- (Rupee One Only) each credited as fully paid up Equity Share allotted to the existing Shareholders as Bonus Shares whose name appears in Register of Members at the Record date i.e 19th July, 2023, in the proportion of 1 (One) Bonus Equity Shares of Re. 1/- (Rupee One Only) each, for every 4 (Four) fully paid-up Equity Share of Re. 1/-(Rupee One Only) each, existing Equity Share held by the Members.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31, 2024, the Company does not have any subsidiary or joint venture and associate company.

LISTING STATUS:

The Company’s equity shares are listed on NSE Emerge SME platform of

National Stock Exchange of India Limited with Symbol GOLDSTAR. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees upto the year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:? REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

? DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE- APPOINTED:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mr. Navneet Muljibhai Pansara (DIN: 00300843) though appointed as Director of the Company. He has been associated with the Company since 1999, is liable to get retired by rotation being eligible has offered himself for re-appointment at the ensuring 25^th AGM of the Company. The Board recommends his re- appointment for consideration by the Members of the Company at the 25^th Annual General Meeting. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

? DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have confirmed that they meet the requirements of “Independent Director” as mentioned under Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Therefore, Board is duly composed as per the Companies Act, 2013 provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The Following changes in the Board Composition took place during the year under report and the confirmations were placed before and noted by the Board.

BOARD AND COMMITTEE MEETING:? BOARD MEETING:

The Board meets at regular intervals to discuss and take a view on the Company’s policies and strategy apart from other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

The Board of Directors met 10 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company

actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Seven Board Meetings were held as under:

1	01.04.2023	2.	07.04.2023	3.	23.05.2023
4	10.06.2023	5	20.07.2023	6	11.08.2023
7.	28.09.2023	8.	18.10.2023	9.	30.10.2023
10.	05.01.2024

Attendance of Directors in the Board Meeting
Sr.No	Name of Director	No. of Board Meeting
1
		Held	Attended
1.	Mr. Navneet M. Pansara (Managing Director)	10	8
2.	Mr. Amrutlal M. Pansara (Whole-Time Director)	10	10
3.	Mrs. Dhruti N. Pansara (Director)	10	10
4.	Mr. Chetan V. Khattar (Independent Director)	10	10
5.	Mr. Hemraj Patel (Independent Director)	10	10
6.	Mr. Mahesh Sojitra (Independent Director)	10	10

? NUMBER OF COMMITTEE MEETING

The Audit Committee met 4 times during the Financial Year ended March 31, 2024. The Stakeholders Relationship Committee met 2 time during the Financial Year ended March 31, 2024. The Nomination and Remuneration Committee met 2 times during the Financial Year ended March 31, 2024. Members of the Committees

discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Additionally, during the Financial Year ended March 31, 2024 the Independent Directors held a separate meeting on 23^rd May, 2023 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

The Audit Committees composition meets with the requirement of section 177 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Audit Committee possesses financial / accounting expertise / exposure.

The Audit Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the committee. The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:

Sr. No	Name of Director	No. of Audit committee Meeting
		Held	Attended
1	Mr. Chetan Khattar (Independent Director) Member	4	4
2	Mr. Hemraj Patel (Independent Director)	4	4

		Member
	3	Mr. Mahesh Sojitra (Independent Director) Chairman	4	4

During the year under		review, meetings of Audit Committee were held on:
07.04.2023		23.05.2023	11.08.2023	30.10.2023

II. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possesses sound knowledge / expertise / exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows: -

Sr.No	Name of Director	No. of Audit committee Meeting
		Held	Attended
1	Mr. Chetan Khattar (Independent Director) Member	2	2
2	Mr. Hemraj Patel (Independent Director) Chairman	2	2
3	Mr. Mahesh Sojitra (Independent Director) Member	2	2

During the year under review, meetings of Nomination & Remuneration

Committee were held on
01.04.2023	11.08.2023

The Company has duly formulated the Nomination & Remuneration Policy which is also available at the Company Website

.https://goldstarpower.com/wpcontent/uploads/2023/policy%20code%20of%20conduct/Nomina

tion-and-Remuneration-Policy.pdf

III. COMPOSITION OF STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company’s transfer of securities and Redressal of shareholders /

Investors / Security Holders Complaints.

The Committee comprised of 3membersas per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee.

The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -

Sr.No	Name of Director	No. of Audit committee Meeting
		Held	Attended
1	Mr. Chetan Khattar ( Independent Director ) Chairman	2	2
2	Mr. Hemraj Patel ( Independent Director ) Member	2	2
3	Mr. Mahesh Sojitra ( Independent Director ) Member	2	2

During the year under review, meetings of Stakeholders Relationship Committee were held on

11.08.2023

05.01.2024

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR Committee. Goldstar Power Limited does not fall in any of the above criteria during the year 2023-24.

Therefore, it is not required mandatorily to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices,

wrongful conduct, fraud, violation of Company’s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose.

The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.

The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at

https://goldstarpower.com/wp-content/uploads/2018/05/Whistle-Blower-Policy.pdf

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues.

In today’s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INSURANCE:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investment covered under the provisions of section

186 of the Companies Act, 2013 are given in the Notes to the Financial Statements. AUDITORS:

? STATUTORY AUDITORS:

The members of the company at their Annual General Meeting held on 25^th September, 2019 had appointed M/s. Jain Chowdhary & Co., Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 113267W) as Statutory Auditors of the Company for a term of 5(five) financial years.

The Auditor’s Report for the financial year ended March 31, 2024 forms part of this Annual Report and is attached to the Director’s Report as “ANNEXURE-2” and same does not contain any qualification, reservation or adverse remarks.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

? SECRETARIAL AUDITORS:

As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, Mr. Jay Pandya, (ICSI Membership Number: ACS 63213, Certificate of Practice No: 24319), M/s. Jay Pandya & Associates, (Firm Registration No: P2001GJ007900), for conducting the Secretarial Audit for the FY 2023-24.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2024 is attached to the Director’s Report as

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 Company has appointed Jay Pandya & Associates., a firm of Company Secretaries in Practice (CP No.24319), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as “Annexure III”.

? INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. B. B. Gusani & Associates, Chartered Accountants, Jamnagar, (ICAI Firm Registration Number 140785W) as the Internal Auditors of the Company for the F inancial Y ear 2023-24 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

? COST AUDIT:

The provisions of Section 148(1) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and other applicable rules and provisions is not applicable on the Company. Therefore, no cost records have been maintained by the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2023-24 as issued by the Institute of Company Secretaries of India (ICSI).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

At Goldstar Power Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Goldstar Power Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Goldstar Power Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place “Prevention of Sexual Harassment Policy”. This AntiSexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The sexual harassment policy has also been uploaded in the website of the company at

https://goldstarpower.com/wp-content/uploads/2018/05/Prevention-of-Sexual-

Harrasement-at-Workplace.pdf

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment

complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed of: NA

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Company has continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report has been separately furnished in

the Annual Report and forms part of the Annual Report as “ANNEXURE-6”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arm’s length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the

Companies (Accounts) Rules, 2014 are annexed herewith as per “''ANNEXURE-1”

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s Website at http://goldstarpower.com/wp-content/uploads/2018/05/Related-Party-Transactions-Policy.pdf

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than R 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employee’s remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2023-24 forms part of this Board report as “ANNEXURE-4

Additionally, the following details form part of Annexure-4 to the Boards Report:

• Remuneration to Whole Time Directors.

• Remuneration to Non-executive/ Independent Directors.

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have employees stock option scheme.

DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder during the current Financial Year.

BOARD POILICIES AND CODE OF CONDUCTS:A. Policy on Directors Appointment and Remuneration

The policy of the Company on director’s appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a

director and other matters, as required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is annexed with the Board Report as “''ANNEXURE-5” and available on our website, at https://goldstarpower.com/

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company’s Shares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at www.goldstarpower.comand for the convenience given herein below:

Sr. No	Name of policy	Web link
1.	Boards Diversity Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Board-Diversity-Policy.pdf
2.	Dividend Distribution Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Dividend-Distribution-P
		olicy.pdf
3.	Related Party Transaction Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Related-Party-Transactions-P
		olicy.pdf
4.	Material Subsidiary	https://goldstarpower.com/wp- content/uploads/2018/05/Material-S ubsidiaries.pdf
5.	Materiality of Events	https://goldstarpower.com/wp- content/uploads/2018/05/Materiality-of-Events .pdf
6.	Preservation of Documents Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Preservation-of-Docume
		nts.pdf
7.	Evaluation Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Evaluation-Policy.pdf
8.	Whistle Blower Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Whistle-Blower-Policy.pdf
9.	Prevention of Sexual	https://goldstarpower.com/wp- content/uploads/2018/05/Prevention-of-Sexual-Harr
	Harassment at Workplace	asement- at-Workplace.pdf
	Web Archival Policy	https://goldstarpower.com/wp-content/uploads/2018/05/
10.		Web- Archival-Policy.pdf
11.	Code of Conduct for prevention of Insider Trading	https://goldstarpower.com/wp- content/uploads/2018/05/Insider-T rading-Po licy.pdf
12.	Terms & Conditions for Appointment	https://goldstarpower.com/wp- content/uploads/2018/05/Appointment-Indepe
	o f Independent Directors.	ndent- Director.pdf

	13.	Payment to NonExecutive Directors	https://goldstarpower.com/wp- content/uploads/2018/05/Payment-N on-Executive-Dir
			ector.pdf
	14.	Familiarization Programme for Independent Director	https://goldstarpower.com/wp- content/uploads/2018/05/Familiarization-Progr amme- Independent-Director.pdf
	15.	Nomination & Remuneration Policy	https://goldstarpower.com/wp- content/uploads/2018/05/N omination-Remuneration-P
			olicy.pdf
	16.	Code of Conduct for Directors and KMP’s	https://goldstarpower.com/wp- content/uploads/2018/05/Code-Conduct-Directors-
			KMP.pdf
	17.	Green Initiative with regard to Corporate Governance	http://goldstarpower.com/wp- content/uploads/2018/05/Green-Initiative-Corporate-
			Governance.pdf
	18.	Insider Trading Policy with	https:// goldstarpower. com/wp-content/uploads/2018/05/Insider-Trading-Policy.pdf
		Amendments 20.03.201 9

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As at 31^st March, 2024, the Company does not have any Subsidiary, Joint Venture or Associate Companies.

CORPORATE GOVERNANCE:

“Corporate Governance Practices Are Reflection of Value Systems and which Invariably Includes our Culture, Policies and Relationships with our Shareholders’"

Integrity and transparency are key factors to our governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate Governance is about maximizing Shareholders value legally, ethically and sustainably. At Goldstar, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in the international corporate governance. We also endeavor to enhance long term shareholder value and respect- minority rights in all our business decisions.

As our company has been listed on SME EMERGE Platform of National Stock Exchange Limited (NSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to

Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON - DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. However, as company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practicing Company Secretary is applicable to the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal which could affect the going concern status and Company’s operations in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGYABSORPTION:

The information pertaining to Conservation of Energy, Technology Absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 as follows:

A. Conservation of Energy: -1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

During the year under review company has not undertaken any steps but Company has purchased land for Solar Plant and planning to use it as alternate source of energy in the F.Y.2022-23

3. Capital Investment on energy conservation equipment:

During the year under review, company has not made any capital investment on energy conservation equipment.

B. Technology Absorption:

1. The efforts made towards technology absorption:

The Company has not made any special effort towards technology absorption. However, company always prepared for update its factory for new technology.

2. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange Earnings and Expenses as under:

Particulars	2023-24	2022-23
Foreign Exchange Earnings	202,387,381.00	38,36,71,800.10
Foreign Exchange Outgo	30,397,634.00	5,88,76,005.10

DIRECTORS RESPONSIBILTY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2024, the Board ofDirectors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The directors had 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 at the end of the financial year as on March 31, 2024 and of the profit of the company for that year;

3. The directors had taken proper and sufficient care to the best of their knowledge and ability for 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;

4. The directors had prepared the annual accounts of the company on a going concern basis; and;

5. Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

1. During the year under review the company has not accepted the deposit from the public under Section 73 to 76 of the companies Act, 2013 and the Rules made there under except amount borrowed from Directors which is exempted deposit as per Companies (Acceptance of Deposit) Rules, 2014.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

3. There have been no instances of any revision in the Board’s Report or the financial statement, hence disclosure under Section 131(1) of the Act is not required to be made.

4. The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under Section 67(3) are not required to be made.

5. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

6. The Company has not issued (a) any share with differential voting rights (b) sweat equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014

7. There is no application made under the Insolvency and Bankruptcy Code, 2016, during the year under Report, and therefore no such details are required to be given.

8. There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions, are not required to be given.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

CREDIT RATINGS:

Y our Company being an SME Listed Company does not require obtaining credit rating for its securities. Though, Goldstar has received SME 3 from (Small and Medium Enterprise Ratings) on August 10, 2018 which is maintained till date.

The rating indicates stable and positive outlook of the Company. Rating shows High Credit Worthiness in relation to other MSEs.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:M/S. LINK INTIME INDIA PRIVATE LIMITED

C-101, 247 Park, L.B.S Marg,

Vikhroli (West), Mumbai - 400 083,

Telephone Number: 91 22 4918 6000 Email: [email protected] Website: www.linkintime.co.in

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENT AND APPRECIATION:

Your directors would like to express their appreciation for assistance and co- operation received from the Shareholders, State Governments, Local authorities and Company’s Bankers for the assistance co-operation and encouragement they extended to the Company.

Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuing and excellent all-around operational performance.

---

Mar 31, 2023

The Directors are pleased to present their 24^th Annual Report on the business and operations of the company together with the Audited Financial Statements for the Financial Year ended on March 31, 2023.

FINANCIAL RESULTS_:

Your Company''s performance for the year ended on 31^st March, 2023, is summarized as under:

(Rupees in Lakhs)
Sr. No	PARTICULARS	2022-23	2021-22
1.	Revenue from Operation (Net)	4998.30	4291.45
2.	Other Income	213.74	127.36
3.	TOTAL REVENUE (1 2)	5,212.03	4418.81
4.	Cost of raw material consumed	3,346.40	3176.31
5.	Employees Benefits Expense Changes in Inventories Finished	287.84	288.37
6.	goods, work-in-progress and Stock-inTrade	86.72	(115.70)
7.	Finance Cost	147.71	119.27
8.	Depreciation & Amortization Exp.	158.91	142.23
9.	Other Expenses	684.03	702.77
10.	TOTAL EXPENSE (4 9)	4,711.61	4313.24
1 1.	Profit/ (Loss) Before Tax	500.42	105.57
12.	Current Tax	76.85	49.22
13.	Deferred Tax	50.86	(14.35)
14.	Less: MAT Credit	0.00	0.00
15.	PROFIT/ (LOSS) AFTER TAX (PAT)	372.71	70.70

OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Highlights of Company''s performance for the year ended on March 31, 2023:

> Total Revenue from Operations increased from Rs. 42.91 Crores of previous FY2Q21-22 to Rs. 49.98 Crores in the year under Report

> Total Expenses has increased from Rs. 43.13 Crores of previous F.Y. 2021-22 to Rs. 47.11 Crores in the year under Report

> Profit before exceptional & extra ordinary items has increased from Rs.105.57 Lakhs of previous F.Y. 2021-22 to Rs.500.42 Lakhs in the year under Report

> Net Profit increased from Rs. Rs. 70.70 Lakhs of previous F.Y. 2021-22 to Rs 372.71 Lakhs in the year under Report

> Earnings per share (EPS) for the F.Y. 2022-23 is 0.19 as compared to 0.04 of F.Y. 2021-22.

The Board assures that the management will leave no efforts untouched to increase the profitability of the company.

DECLARATION OF DIVIDEND:

With a view to use the internal accruals for growth of the Company and to strengthen the financial position of the company, your directors do not recommend any dividend for the year under Report.

TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013, no amount is transferred to general reserves account of the Company during the year under review.

The company has a closing balance of Rs. 4,88,96,292.81 (Forty-eight million eight hundred ninety-six thousand two hundred ninety-two and eighty-one hundredths) as Reserves and Surplus as on 31.03.2023.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacture, produce and assembles all types of batteries, including storage batteries, dry batteries, solar power batteries etc. During the year, Your Company has not changed its business or object and continues to be in the same line of business as per main object of the company.

Our product range covers various types of batteries including Fully Automotive Batteries for Car, Tractor and Heavy Duty Trucks, Tubular Batteries for Inverter and Solar Application, SLI and Tubular Batteries for E-Rickshaw, SMF-VRLA Batteries for UPS Application, Motorcycle Batteries, Solar Batteries, Pure Lead and Alloy batteries.

Currently our Company caters to all three segments of market viz. exports, domestic/after sales market and OEM. We have a widespread customer base with our domestic customer base situated in various regions of the country and our international customers situated across varied countries like Dubai, Uganda, Nepal, Lebanon, Afghanistan, Oman, Yemen etc.

MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT.

There are no Material Changes and Commitments affecting the Financial Position of the Company between the end of Financial Year of the Company to which the Financial Statement relates and the date of this report.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(V) & (VI) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

SHARE CAPITAL:

During the year under report the

Members of the company has approved Sub division of face value of the Equity Shares of the company From Rs. 10/- (Rupees Ten Only) each To Rs. 1/- (Rupee One Only) each by passing of a resolution through Postal Ballot on 13^th January, 2023.

After sub division number of Equity shares has been increased from 2,10,00,000 (Two Crore Ten Lacs) to 21,00,00,000 (Twenty-One Crore) without any changes in the total capital of the company.

The Authorised Share Capital of the Company has been increased from Rs. 15,00,00,000/-to Rs. 21,00,00,000/- by passing of a resolution through Postal Ballot on 13th January,

2023.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31, 2023, the Company does not have any subsidiary or joint venture and associate company.

LISTING STATUS:

The Company''s equity shares are listed on NSE Emerge SME platform of National Stock

Exchange of India Limited with Symbol GOLDSTAR. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees upto the year 2022-23.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

• DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mr. Amratlal Mohanbhai Pansara (DIN: 00300786) though appointed as Director of the Company. He has been associated with the Company since 1999, is liable to get retired by rotation being eligible has offered himself for re-appointmentat the ensuring 24^th AGM of the Company. The Board recommends his re- appointment for consideration by the Members of the Company at the 24^th Annual General Meeting. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

• DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have confirmed that they meet the requirements of “Independent Director” as mentioned under Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Therefore, Board is duly composed as per the Companies Act, 2013 provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The Following changes in the Board Composition took place during the year under report and the confirmations were placed before and noted by the Board.

Resignation of Mr. Mulji Pansara [DIN: 00300722] from the post of Chairman and Executive Director of the Company w.e.f. 10.02.2023.

Resignation of Mr. Vishal Pansara [DIN: 02230565] from the post of Director and Whole Time Director of the Company w.e.f. 10.02.2023.

BOARD AND COMMITTEE MEETING:? BOARD MEETING:

The Board meets at regular intervals to discuss and take a view on the Company''s policies and strategy apart from other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

The Board of Directors met 6 times during the financial year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company

actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Seven Board Meetings were held as under:

1		28.05.2022		2.	07.09.2022	3.	11.11.2022
4.		05.12.2022		5.	23.01.2023	6.	10.02.2023
Attendance of Directors in the Board Meeting
	Sr.No		Name of Director			No. of Board Meeting
						Held		Attended
	1		Mr. Mulji M. Pansara (Chairman)			6		4
	2		Mr. Navneet M. Pansara (Managing Director)			6		6
	3		Mr. Amrutlal M. Pansara (Whole-Time Director)			6		5
	4		Mr. Vishal M. Pansara (Whole-Time Director)			6		1
	5		Mrs. Dhruti N. Pansara (Director)			6		6

	6	Mr. Chetan V. Khattar (Independent Director)	6	6
	7	Mr. Hemraj Patel (Independent Director)	6	5
	8	Mr. Mahesh Sojitra (Independent Director)	6	5

? NUMBER OF COMMITTEE MEETING

The Audit Committee met 4 times during the Financial Year ended March 31, 2023. The Stakeholders Relationship Committee met 1 time during the Financial Year ended March 31, 2023. The Nomination and Remuneration Committee met 3 times during the Financial Year ended March 31, 2023. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Additionally, during the Financial Year ended March 31, 2023 the Independent Directors held a separate meeting on 10^th February, 2023 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

The Audit Committees composition meets with the requirement of section 177 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Audit Committee possesses financial / accounting expertise / exposure.

The Audit Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the committee. The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:

Sr.No	Name of Director	No. of Audit committee Meeting
		Held	Attended
1	Mr. Chetan Khattar ( Independent Director ) Member	4	4

	2	Mr. Hemraj Patel ( Independent Director ) Member	4	4
	3	Mr. Mahesh Sojitra ( Independent Director ) Chairman	4	4

During the year under	review, meetings of Audit Committee were held on:
17.05.2022	07.09.2022	11.11.2022	10.02.2023

II. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possesses sound knowledge / expertise / exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows: -

Sr.No	Name of Director	No. of Audit committee Meeting
		Held	Attended
1	Mr. Chetan Khattar ( Independent Director ) Member	3	3
2	Mr. Hemraj Patel ( Independent Director ) Chairman	3	3
3	Mr. Mahesh Sojitra ( Independent Director ) Member	3	3

During the year under review, meetings of Nomination & Remuneration Committee wereheld on
17.05.2022	07.09.2022	10.02.2023

The Company has duly formulated the Nomination & Remuneration Policywhich is also available at the Company Website https://goldstarpower.com/wpcontent/uploads/2023/policy%20code%20of%20co nduct/Nomination-and-Remuneration-Policy.pdf

III. COMPOSITION OF STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company''s transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.

The Committee comprised of 3membersas per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee.The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -

Sr.No	Name of Director	No. of Audit committee Meeting
		Held	Attended
1	Mr. Chetan Khattar ( Independent Director ) Chairman	1	1
2	Mr. Hemraj Patel ( Independent Director ) Member	1	1
3	Mr. Mahesh Sojitra ( Independent Director ) Member	1	1

During the year under review, meetings of Stakeholders RelationshipCommittee were held on February 10, 2023.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUALDIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR Committee. Goldstar Power Limited does not fall in any of the above criteria during the year 2022-23.

Therefore, it is not required mandatorily to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.

The Company ensures that genuine Whistle Blowers are accorded complete protection

from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at

https://goldstarpower.com/wp-content/uploads/2018/05/Whistle-Blower-Policy.pdf RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Thecompany has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achievethe key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues.

In today''s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risk are assessed and steps as appropriate are taken to mitigate the same.

INSURANCE:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

AUDITORS:? STATUTORY AUDITORS:

The members of the company at their Annual General Meeting held on 25^th September, 2019 had appointed M/s. Jain Chowdhary & Co., Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 113267W) as Statutory Auditors of the Company for a term of 5(five) financial years.

The Auditor''s Report for the financial year ended March 31, 2023 forms part of this Annual Report and is attached to the Director''s Report as "ANNEXURE-2" and same does not contain any qualification, reservation or adverse remarks.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

? SECRETARIAL AUDITORS:

As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the Company, CS Purvi Dave, Partner, MJP Associates, Practicing Company Secretaries, for conducting the Secretarial Audit for the FY 2022-23.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2023 is attached to the Director''s Report as "ANNEXURE-3"

Secretarial auditor has observed that:

Compliances under System Driven Disclosures: The company had installed the SDD Software in December, 2022 and therefore, entries are not made during the period from applicability of circular (i.e. July -2022 till November, 2022).

Reply of the Board on the observation made by Secretarial Auditor:

The Company Was in The Process Of Installing Sdd Software During The Reporting Period, And After The Process Was Complete, The Business Entered All The Required Enteries.

? INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. B. B. Gusnani & Associates, Chartered Accountants, Jamnagar, (ICAI Firm Registration Number 140785W) as the Internal Auditors of the Company for the Financial Year 2022-23 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

? COST AUDIT:

The provisions of Section 148(1) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and other applicable rules and provisions is not applicable on the Company. Therefore, no cost records have been maintained by the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the

Financial Year 2022-23 as issued by the Institute of Company Secretaries of India (ICSI).

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

At Goldstar Power Limited, all employees are of equal value. There is no

discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Goldstar Power Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Goldstar Power Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place "Prevention of Sexual Harassment Policy”. This Anti -Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The sexual harassment policy has alsobeen uploaded in the website of the company at

https://goldstarpower.com/wp-content/uploads/2018/05/Prevention-of-Sexual-

Harrasement-at-Workplace.pdf

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed of: NA

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Company has continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report has been separately furnished in the Annual Report and forms part of the Annual Report as "ANNEXURE-6".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the

ordinary course of business on arm''s length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the

Companies (Accounts) Rules, 2014 are annexed herewith as per "ANNEXURE-1"

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company''s Website at http://goldstarpower.com/wp-content/uploads/2018/05/Related-Partv-Transactions-Policv.pdf

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employee''s remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2022-23 forms part of this Board report as "ANNEXURE-4".

Additionally, the following details form part of Annexure-4 to the Boards Report:

• Remuneration to Whole Time Directors.

• Remuneration to Non-executive/ Independent Directors.

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have employees stock

option scheme.

DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder during the current Financial Year.

BOARD POILICIES AND CODE OF CONDUCTS:A. Policy on Directors Appointment and Remuneration

The policy of the Company on director''s appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a

director and other matters, as required under sub section (3) of section 178 of the

Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is annexed with the Board Report as "ANNEXURE-5" and available on our website, at https://eoldstarpower.com/

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company''s Shares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at www.goldstarpower.comand for the convenience given herein below:

Sr. No	Name of policy	Web link
1.	Boards Diversity Policy	https://eoldstarpower.com/wp- content/uploads/2018/05/Board-Diversitv-Policv.pdf
2.	Dividend Distribution Policy	https://eoldstarpower.com/wp- content/uploads/2018/05/Dividend-Distribution-Policv.pdf
3.	Related Party Transaction Policy	https://eoldstarpower.com/wp- content/uploads/2018/05/Related-Partv-Transactions-Policv.pdf

	4.	Material Subsidiary	https://goldstarpower.com/wp- content/uploads/2018/05/Material-Subsidiaries.pdf
	5.	Materiality of Events	https://goldstarpower.com/wp- content/uploads/2018/05/Materialitv-of-Events.pdf
	6.	Preservation of Documents Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Preservation-of-Documents.pdf
	7.	Evaluation Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Evaluation-Policv.pdf
	8.	Whistle Blower Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Whistle-Blower-Policv.pdf
	9.	Prevention of Sexual Harassment at Workplace	https://goldstarpower.com/wp- content/uploads/2018/05/Prevention-of-Sexual-Harrasement-
			at-Workplace.pdf
	10.	Web Archival Policy	https://goldstarpower.com/wp-content/uploads/2018/05/Web-
			Archival-Policy.pdf
	11.	Code of Conduct for prevention of Insider Trading	https://goldstarpower.com/wp- content/uploads/2018/05/Insider-Trading-Policy.pdf
	12.	Terms & Conditions for Appointment of Independent Directors.	https://goldstarpower.com/wp- content/uploads/2018/05/Appointment-Independent- Director.pdf
	13.	Payment to NonExecutive Directors	https://goldstarpower.com/wp- content/uploads/2018/05/Payment-Non-Executive-Director.pdf
	14.	Familiarization Programme for Independent Director	https://goldstarpower.com/wp- content/uploads/2018/05/Familiarization-Programme-
			Independent-Director.pdf
	15.	Nomination & Remuneration Policy	https://goldstarpower.com/wp- content/uploads/2018/05/Nomination-Remuneration-Policy.pdf
	16.	Code of Conduct for Directors and KMP''s	https://goldstarpower.com/wp- content/uploads/2018/05/Code-Conduct-Directors-KMP.pdf
	17.	Green Initiative with regard to Corporate Governance	http://goldstarpower.com/wp- content/uploads/2018/05/Green-Initiative-Corporate-
			Governance.pdf
	18.	Insider Trading Policy with Amendments_20.03.2019	https:// goldstarpower.com/wp-content/uploads/2018/05/Insider-Trading-Policy.pdf

SUBSIDIARIES ASSOCIATES AND IOINT VENTURES:

As at 31^st March, 2023, the Company doesn''t have any Subsidiary, Joint Venture or Associate Companies.

CORPORATE GOVERNANCE:

“Corporate Governance Practices Are Reflection of Value Systems and which

Invariably Includes our Culture, Policies and Relationships with our Shareholders”

Integrity and transparency are key factors to our governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate Governance is

about maximizing Shareholders value legally, ethically and sustainably. At Goldstar, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in the international corporate governance. We also endeavor to enhance long term shareholder value and respect- minority rights in all our business decisions.

As our company has been listed on SME EMERGE Platform of National Stock Exchange Limited (NSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON - DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. However, as company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practising Company Secretary is applicable to the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal which could affect the going concern status and Company''s operations in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The information pertaining to Conservation of Energy, Technology Absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 as follows:

A. Conservation of Energy: -1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

The Company has purchased land for Solar Plant and planning to use it as alternate source of energy.

3. Capital Investment on energy conservation equipment:

During the year under review, the Company has purchased a suitable land for setting up the Solar Plant for captive consumption purpose.

B. Technology Absorption:

1. The efforts made towards technology absorption:

The Company has not made any special effort towards technology absorption. However, company always prepared for update its factory for new technology.

2. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange Earnings and Expenses as under:

(particulars	2022-23	2021-22
Foreign Exchange Earnings	38,36,71,800.10	34,09,11,280.10
Foreign Exchange Outgo	5,88,76,005.10	2,08,69,848.10

DIRECTORS RESPONSIBILTY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The directors had 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 at the end of the financial year as on March 31, 2023 and of the profit of the company for that year;

3. The directors had taken proper and sufficient care to the best of their knowledge and ability for 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;

4. The directors had prepared the annual accounts of the company on a going concern basis; and;

5. Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

1. During the year under review the company has not accepted the deposit from the public under Section 73 to 76 of the companies Act, 2013 and the Rules made there under except amount borrowed from Directors which is exempted deposit as per Companies (Acceptance of Deposit) Rules, 2014.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

3. There have been no instances of any revision in the Board''s Report or the financial statement, hence disclosure under Section 131(1) of the Act is not required to be made.

4. The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under Section 67(3) are not required to be made.

5. The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

6. The Company has not issued (a) any share with differential voting rights (b) sweat equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014

7. There is no application made under the Insolvency and Bankruptcy Code, 2016, during the year under Report, and therefore no such details are required to be given.

8. There are no instances of any One Time Settlement with any Bank, and therefore, details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions, are not required to be given.

INVESTOR EDUCATION AND PROTECTION FUND (lEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities. Though, Goldstar has received SME 3 from (Small and Medium Enterprise Ratings) on August 10, 2018 which is maintained till date.

The rating indicates stable and positive outlook of the Company. Rating shows High Credit Worthiness in relation to other MSEs.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:M/S. LINK INTIME INDIA PRIVATE LIMITED

C-101, 247 Park, L.B.S Marg,

Vikhroli (West), Mumbai - 400 083,

Telephone Number: 91 22 4918 6000 Email: [email protected] Website: www.linkintime.co.in

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTAND APPRECIATION:

Your Directors would like to express their appreciation for assistance and co-

operation received from the Shareholders, State Governments, Local authorities and Company''s Bankers for the assistance co-operation and encouragement they extended to

the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuing and excellent all around operational performance.

---

Mar 31, 2018

The Directors are pleased to present their 19^th Annual Report on the business and operations of the company together with the Audited Financial Statements for the financial year ended on 31^st March, 2018.

FINANCIAL HIGHLIGHTS:

Your Company''s performance for the year ended on 31^st March, 2018, is summarized as under:

(Amount in Rs)

Sr. No	PARTICULARS	2017-18	2016-17
1.	Revenue from Operation (Net)	43,23,53,149.00	54,81,19,993.64
2.	Other Income	1,11,03,671.05	58,11,558.25
3.	Total Revenue (1 2)	44,34,56,820.05	55,39,31,551.89
4.	Cost of raw material consumed	34,03,67,144.15	43,42,38,858.05
5.	Employees Benefits Expense	2,49,66,010.00	2,20,13,670.00
6.	Changes in Inventories of Finished goods, work-in-progress and Stock-in-Trade	(63,31,527.63)	31,28,287.22
7.	Finance Cost	1,42,02,651.33	1,64,60,502.22
8.	Depreciation & Amortization Exp.	1,30,95,665.00	1,35,70,065.00
9.	Other Expenses	5,21,33,400.97	5,27,06,927.28
10.	Profit/ (Loss) Before Tax	50,23,476.23	1,18,13,242.12
11.	Current Tax	15,90,572.92	25,00,000.00
12.	Deferred Tax	11,58,000.00	34,06,000.00
13.	Profit/ (Loss) After Tax (PAT)	28,89,805.76	59,07,242.12

1. FINANCIAL PERFORMANCE:

During the year, Our Company has offered shares to the Public under the Regulation of the Securities and Exchange Board of India 1996 as amended from time to time and the Shares of the Company have been listed on National Stock Exchange Emerge Platform.

During the year under Report, your Company has recorded the Revenue from Operations of Rs. 43.23 Crores as compared to Rs. 54.81 Crores of previous financial year 2016-17. However, the net profit after tax has been significantly decreased from Rs. 59.07 Lacs of previous financial year to Rs. 28.89 Lacs.

During the year under Report, cost of core raw material had been fluctuated significantly due to metal price fluctuation, and resultantly, it causes shortage of material and the overall demand for the products reduced drastically, and as a result, the turnover is affected. Consequently, the OEM demand also decreases. The Company''s maximum share of total sales was depending on OEM business and thus the total turnover was affected during fiscal 2017-18, and margins on the products also affected, which resulted into decrease in total income and net profit also.

However, the Board assures that Company has already started to work on its new products and it is expected to launch the products in fiscal 2018-19. Further, Company is also trying to develop synergy with new customers on OEM basis, which will have impact of increase in revenue and also profitability of the Company. The company is also concentrating on export business to reduce the loss of dependency on OEM business.

2. DECLARATION OF DIVIDEND:

With a view to use the internal accruals for growth of the Company and to strengthen the financial position of the company, your directors do not recommend any dividend for the year under Report Moreover, no amount is being transferred to Reserves during the Financial Year 2017-18.

3. TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of Section 134(1) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review. The company has retained the profit in the Profit & Loss Account.

4. CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacture, produce and assembles all types of batteries, including storage batteries, dry batteries, solar power batteries etc. There are no changes in the nature of business of the Company during the year under Report.

5. CHANGE OF NAME OF COMPANY:

Members are aware that the Company had passed Special Resolution at the Extra Ordinary General Meeting of the Company held on 15^th July, 2017 for change of name of the Company from Goldstar Battery Private Limited to Goldstar Power Private Limited. The Registrar of Companies, Gujarat had issued fresh Certificate of Incorporation consequent to change of name, on 21^st July, 2017, and name of the Company changed to Goldstar Power Private Limited with effect from that date.

6. CONVERSION OF CLASS OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY:

Members are aware that Special Resolutions were passed at the Extra Ordinary General Meeting of the Company held on 15^th July, 2017, to obtain approval of Shareholders for conversion of the Company into Public Limited as well as for adoption of new set of Articles of Association. Consequently, on 21^st July, 2017, the Registrar of Companies, Gujarat had issued Certificate of Incorporation consequent to conversion into public limited Company, and the name of the Company was changed from “Goldstar Power Private Limited” to “Goldstar Power Limited”.

7. SHARE CAPITAL AND OTHER CHANGES:

During the F.Y 2017-2018, following changes made in the Capital Structure of the company are as follows:

- AUTHORISED SHARE CAPITAL:-

The Authorised Share Capital of the Company has been increased from Rs 5 Crore to 15 Crores by passing an Ordinary Resolution in the Annual General Meeting of the Company held on Monday, 31^st July, 2017 respectively.

- BONUS SHARES:-

During the year the Company has increased its issued and paid up Equity Share Capital by issuing 65,00,000 (Sixty Five Lacs) equity shares as Bonus shares having face value of Rs. 10.00/- each to the existing shareholders by way of capitalization of its reserve in the proportion in the proportion of 5 (five) shares for every 1 (one) shares held by existing members by passing board resolution in the Board of Directors Meeting of the company held on 2^nd August, 2017.

- PAID UP SHARE CAPITAL:-

The paid-up share capital of the company increase from Rs. 1,30,00,000/- (One Crore Thirty Lacs) divided into 13,00,000 (Thirteen Lacs) equity shares of Rs. 10/each to Rs. 10,69,80,000/- (Ten Crore Sixty Nine Lacs Eighty Thousand) divided into 1,06,98,000 (One Crore Six Lacs Ninty Ninety Eight Thousand) equity shares of Rs. 10/- each during the F.Y. 2017-2018.

- INITIAL PUBLIC OFFER (IPO):-

During the year under Report, the Company came out with an Initial Public Offer of 28,98,000 Equity Shares with face value of Rs. 10/- each at an issue price of Rs. 25/- (including Share Premium of Rs. 15/- per equity share) aggregating to Rs. 724.50 Lacs. The said public issue was authorised by the Members, in their Annual General Meeting of the Company held on Monday, 31^st July, 2017. The IPO opened for Subscription on 27^th September, 2017 and closed on 29^th September, 2017.

- LISTING OF SHARES:-

The Equity Shares of the Company were listed on 10^th October, 2017 at NSE Emerge (An SME Platform of National Stock Exchange of India Limited). The script code of Company is “GOLDSTAR”.

8. REGISTRAR AND SHARE TRANSFER AGENTS:

The Company has appointed M/s Link Intime India Private Limited as its Registrar & Share Transfer Agent.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The changes in the Directors and Key Managerial Personnel are as follows:

- INDEPENDENT DIRECTORS:

Since the Company got its Equity Shares listed on NSE Emerge in the month of October, 2017 the Company was required to appoint Independent Directors in accordance with the provisions of the Companies Act, 2013.

The Board of Directors appointed Mr. Jayant Virani, Mr. Chetan Khattar and Mr. Hemraj Patel as Additional (Non-Executive) Director under Independent Category on the Board w.e.f 31^st July, 2018 and they hold office until the ensuring 19^th AGM and are eligible for Appointment as Independent Director in the Annual General Meeting by the members of the Company. Accordingly requisite resolutions are recommended for approval of Members and form part of the Notice convening the AGM.

Further, sub section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub section (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors. Hence, none of the Independent Directors shall retire at the ensuring AGM.

- KEY MANAGERIAL PERSONNEL (KMP):

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

- Change in Designation:

Mr. Mulji Pansara, Director, appointed as the Chairman and Mr. Amrutlal Pansara, Director, appointed as Whole-Time Director, w.e.f 24^th July, 2017.

The Designation of Mr. Navneet Pansara was changed to Managing Director from Director, Mr. Vishal Pansara to Whole-Time Director from Director and Mrs. Dhruti Pansara to Chief Financial Officer (CFO) from Director W.e.f. 24^th July, 2017.

- Appointment of Whole Time Director:

The Board of Directors inform the members of the Company that on Conversion of the company from Private to Public, a change in the designation of the board took place and Mr. Amratlal Pansara, (DIN: 00300786), Mr. Vishal Pansara, (DIN:) were appointed as Whole-Time Directors of the Company on the Board w.e.f. 24^th July, 2017 for a term of Five years under the provisions of section 196, 203, and applicable provisions of the Companies Act, 2013.

- Appointment of Chief Financial Officer:

Since the Company has got its Equity Shares Listed on SME Platform of National Stock Exchange of India Limited in the month of October, 2017, the Company was required to appoint Chief Financial Officer (CFO) as its Key Managerial Personnel (KMP) on its Board in accordance with the provisions of the Companies Act, 2013.

Mrs. Dhruti Pansara, (DIN: 01943399), was appointed as the Chief Financial Officer (CFO) of the Company by passing a resolution in the Extra-Ordinary General Meeting held on Monday, 24^th July, 2017. She looks after the routine financial matters of the Company. She is responsible for efficient flow of funds and management of smooth administration of the Company. She is associated with the Company since 2007.

- Appointment of Company Secretary & Compliance Officer:

As per Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there is need to appoint a Company Secretary & Compliance Officer in the Company as it is listed on National Stock Exchange Emerge Platform. Consequent to this expansion; the Company will have to comply with various Laws/Acts/Rules/Regulations in future.

Moreover, for efficient administration of a Company, particularly with regard to ensuring compliance with statutory and regulatory requirements and implementation of decisions of the Board of directors in an appropriate and systematic manner, a Company Secretary is required to be appointed.

The Board had appointed CS (Mr.) Darshak Thaker, (Membership No: A46919) an Associate Member of the Institute of Company Secretaries of India (ICSI) as the Company Secretary and Compliance Officer of the Company by passing a resolution in Extra-Ordinary General Meeting of the Members of the Company held on Monday, 24^th July, 2017.

10. DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mr. Muljibhai Pansara, though appointed as Chairman on the board w.e.f 24^th July, 2017 for a term of Three Years. He has been associated with the Company since the Incorporation of the Company, is liable to get retired by rotation being eligible has offered himself for re-appointment at the ensuring 19^th AGM of the Company. The Board recommends his re-appointment for consideration by the Members of the Company at the 19^th Annual General Meeting. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

11. COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of Goldstar Power Limited is a balanced one with an optimum mix of Executive and Non Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

As on 31^st March, 2018 the Key Managerial Personnel (KMP) of the Company consists of the Following:

Sr. No	Particulars	DIN/PAN	Designation	Date of Appointment
1.	Mr. Muljibhai Pansara	00300722	Promoter & Chairman	12.07.1999
2.	Mr. Navneet Pansara	00300843	Managing Director	24.07.2017
3.	Mr. Amrutlal Pansara	00300786	Promoter & Whole-Time Director	24.07.2017
4.	Mr. Vishal Pansara	02230565	Whole-Time Director	24.07.2017
5.	Mrs. Dhruti Pansara	01943399	Director & Chief Financial Officer	24.07.2017

6.	Mr. Jayant Virani	07831403	Non-Executive Independent Director	31.07.2017
7.	Mr. Chetan Khattar	00020777	Non-Executive Independent Director	31.07.2017
8.	Mr. Hemraj Patel	07830488	Non-Executive Independent Director	31.07.2017
9.	Mr. Darshak Thaker	ALEPT5324M	Company Secretary & Compliance Officer	24.07.2017

12. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return in Form MGT-9 containing details as on financial year ended 31^st March, 2018 [as required under Section 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014] the extract of Annual Return for the Financial Year 2017-18 is enclosed with this report as “Annexure-I”to this report.

13. BOARD MEETINGS:

The Board meets at regular intervals to discuss and take a view on the Company''s policies and strategy apart from other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

During the year, the Board of Directors met 13 (Thirteen) times and board meetings were held on 19.04.2017, 01.07.2017, 24.07.2017, 02.08.2017, 04.10.2017, 06.10.2017, 06.11.2017, 15.11.2017, 15.12.2017, 15.01.2018, 17.02.2018, 05.03.2018, 20.03.2018 and the requisite quorum were present at the said meetings.

14. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least on meeting in a year without the attendance of Non-Independent Directors and the Members of Management. All the Independent Directors of the Company shall strive to present at such meeting.

Sr. No.	Position	Designation	Attendance at the Meeting held on 26th March, 2018
1.	Mr. Jayant Virani	Non-Executive Independent Director	Yes
2.	Mr. Chetan Khattar	Non-Executive Independent Director	Yes
3.	Mr. Hemraj Patel	Non-Executive Independent Director	Yes

- TERMS OF REFERNCE:

1. The performance of Non-Independent Directors and Board as a Whole;

2. The performance of Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

3. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

15. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

All the Independent Directors have confirm to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have confirmed that they meet the requirements of “Independent Director” as mentioned under Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The confirmations were placed before and noted by the Board.

16. BOARD S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that year;

c) The directors had taken proper and sufficient care to the best of their knowledge and ability 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;

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

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

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

17. RELATED PARTY TRANSACTIONS:

During the year under report, the Company has entered into transactions with related parties for trading purpose. The said transactions were carried on at arm''s length price in the ordinary course of business. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure-Il” in Form AOC-2 and the same forms part of this report.

Further, there are no materially significant related party transactions during the year made by the company with Promoter, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the audit committee is obtained for the transaction which is of a foreseen and repetitive nature. Transaction entered into pursuant to omnibus approval so granted along with statements giving details of all the related party transaction are placed before the Audit Committee.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company''s Website at www.goldstarpower.com / http://www.goldstarpower.com/

18. STATUTORY AUDITOR AND AUDITORS’ REPORT:

“RESOLVED THAT, pursuant to the provisions of Section 139 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013 (the “Act”) read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to the recommendations of the Audit Committee of Board of Directors, the Company hereby ratifies appointment of M/s. Doshi Maru & Associates, Chartered Accountants (Firm Registration No. 0112187W) as statutory auditors of the Company for the year 2018-19, to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company to be held in the year 2019, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Board and the Audit Committee of the Board.”

The Auditors report does not contain any qualification, reservation or adverse remark AND the Notes on financial statements referred to in the Auditors report are self explanatory and do not require any further comments thereon. Further, in terms of Section 143(3)(i) of the Companies Act, 2013 read with Rule 10A of the Companies (Audit and Auditors) Rules, 2014, Auditors have reported that the Company has adequate internal financial controls system and such system is having operating effectiveness. The Independent Audit Report for the Financial Year ended on 31^st March, 2018 is annexed herewith marked as “Annexure-III”to this Report. They have confirmed that they are eligible for the said Appointment.

19. SECRETARIAL AUDIT:

The Board has appointed M/s. MJP Associates, Practising Company Secretaries, pursuant to Section 204 of the Companies Act, 2013, to conduct Secretarial Audit for the F Y 2017-18. The Secretarial Audit Report for the Financial Year ended on 31^st March, 2018 is annexed herewith marked as “Annexure IV” to this Report. The Secretarial Audit Report submitted by them in the prescribed form MR-3.The Report of the Secretarial auditors does not contain any qualification or adverse remarks.

20. APPOINTMENT OF INTERNAL AUDITOR:

The Board has appointed M/s. Dholakia & Dholakia, Chartered Accountants, Jamnagar, (ICAI Firm Registration Number 130030W) pursuant to the provisions of Section 138 of the Companies Act, 2013, to conduct Internal Audit for the F Y 2017-18.

21. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, pursuant to provisions of Section 185 of the companies Act, 2013, loans are granted by the Company to the company in which relatives of the directors are interested. However, the loans granted is within the limits of Section 186(2) of the Companies Act, 2013, and hence did not require approval of Shareholders under that section. Moreover, the said loans were granted out of business compulsions. All terms & conditions of such loans were in best interest of the Company. The Company will not issue any fresh loans or advances to any related party in years to come.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during any of the three previous year i.e. (2014-15, 2015-16 or 2016-17) is required to constitute a CSR Committee. Goldstar Power Limited does not fall in any of the above criteria during the year 2017-18. Therefore, it is not required mandatorily to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

At Goldstar Power Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Goldstar Power Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Goldstar Power Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place “Prevention of Sexual Harassment Policy”. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

- No. of complaints received: Nil

- No. of complaints disposed off: NA

24. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

25. COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors has constituted Three Committees, viz.

1. Audit Committee.

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are as follows:-

1. AUDIT COMMITTEE

The Audit Committees composition meets with the requirement of section 177 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Audit Committee possesses financial / accounting expertise / exposure.

The Audit Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the committee. The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:-

Name	Status	Category	DIN
Mr. Jayant Virani	Chairman	Non-Executive Independent Director	07831403
Mr. Chetan Khattar	Member	Non-Executive Independent Director	00020777
Mr. Hemraj Patel	Member	Non-Executive Independent Director	07830488

During the year, all the recommendations of Audit Committee were duly considered.

2. NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possesses sound knowledge / expertise / exposure.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of an composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows:-

Name	Status	Category	DIN
Mr. Hemraj Patel	Chairman	Non-Executive Independent Director	07830488
Mr. Chetan Khattar	Member	Non-Executive Independent Director	00020777
Mr. Jayant Virani	Member	Non-Executive Independent Director	07831403

The Company has duly formulated the Nomination & Remuneration Policy which is also available at the Company Website www.goldstarpower.com, http:// www.goldstarpower.com/

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee meets with the requirement of the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company''s transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.

The Committee comprised of 3 members as on the date of Annual Return i.e., September 297, 2018. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of ana composition of the said Committee along with their meetings held/ attended is as follows:-

Name	Status	Category	DIN
Mr. Chetan Khattar	Chairman	Non-Executive Independent Director	00020777
Mr. Jayant Virani	Member	Non-Executive Independent Director	07831403
Mr. Hemraj Patel	Member	Non-Executive Independent Director	07830488

26. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2017-18:

The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2017-18 forms part of this report as “Annexure-V’.

27. COMPANY’S POLICY ON DIRECTORS APPOINTMENT. NOMINATION. REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence ofa Director.

28. FORMAL EVALUATION OF BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Shareholders Grievance committee.

The Nomination & Remuneration Policy forms part of this detail Annual Report as “Annexure-VI”, http://www.goldstarpower.com/

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report forms part of this Annual Report as “Annexure VII”

31. CERTIFICATIONS FROM CHIEF FINANCIAL OFFICER/ MANAGING DIRECTOR OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of Listing Regulations, 2015 from Mr. Navneet M. Pansara, Managing Director, (DIN: 00300843) and Mrs. Dhruti Pansara, Chief Financial Officer, (DIN: 01943399). The same is forming the part of this Annual Report as “Annexure-VIII”.

32. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. The Company being a company listed on NSE SME EMERGE Platform, preparation of corporate governance is not applicable.

33. RISK MANAGEMENT:

The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues.

In today''s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risk are assessed and steps as appropriate are taken to mitigate the same.

34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company''s Shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for prevention of Insider Trading is available on the website www.goldstarpower.com,http://www.goldstarpower.com/

35. DISCLOSURE ON VIGIL MECHANISM:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. The vigil mechanism policy has also been uploaded in the website of the company at www.goldstarpower.com/ http://www.goldstarpower.com/.

36. CONSERVATION OF ENERGY. TECHNOLOGY & ABSORPTION:

The Company has not taken any significant step for conservation of energy during the year under Report. However, the Board is keen to develop a system for conservation of energy on continuous base. There are no significant expenses on technology absorption during the year under Report.

37. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange Earnings and Expenses as under:

PARTICULARS	2017-18	2016-17
Foreign Exchange Earnings	6,25,79,846.00	3,02,23,800.00
Foreign Exchange Outgo	1,47,50,527.00	1,52,11,047.00

38. PARTICULARS OF EMPLOYEES:

There are no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,20,00,000/- per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

39. SUBSIDIARIES. JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31^st March, 2018, the Company doesn''t have any Subsidiary, Joint Venture or Associate Companies.

40.. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE ON THE DATE OF THE REPORT:

During the Financial Year under Review, the Company has launched an Initial Public Offer in the Month of October, 2017 and had allotted 28,98,000 Equity Shares of Rs. 10/- each fully paid up at an issue price of Rs. 25/- (Including Share Premium of Rs. 15/- per Equity Share) amounting to Rs. 724.50 Lacs and the shares of the Company has been listed on National Stock Exchange of India Limited Emerge Platform.

The Equity Share Capital has increased to 10,69,78,000/ - after the Initial Public Offer ofthe Company.

There are no other Material Changes and Commitments affecting the Financial Position of the Company between the end of Financial Year of the Company to which the Financial Statement relates and the date ofthis report.

41. INVESTORS GRIEVANCE REDRESSAL:

During the financial year under review, the Company has not received any Complaints from the Investors. There were no cases of Investors Grievances as on 31^st March, 2018.

42.. OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT. 2013 AND RULES MADE THEREUNDER:

1. There have been no material changes / commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;

2. During the year under review the company has not accepted any deposit from the public under section 73 to 76 of the companies Act. 2013. Except monies accepted from shareholders.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

4. There has been no instance of any revision in the Board''s Report or the financial statement; hence disclosure under Section 131(1) of the Act is not required.

5. The Company has not issued (a) any shares with differential voting rights (b) sweat equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014.

6. The Company has not paid any Commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

7. The Central Government has not prescribed the maintenance of cost records by the company under Section 148(1) of the Companies Act, 2013 for any of its products.

43. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for assistance and cooperation received from the Central Government, State Governments, Local authorities and Company''s Bankers for the assistance co-operation and encouragement they extended to the Company.

Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuing and excellent all around operational performance.

By Order of the Board of Directors

For. Goldstar Power Limited

Date: September 05. 2018

Place: Jamnagar

Mulji M. Pansara Navneet M. Pansara

Chairman Managing Director

[DIN: 00300722] [DIN: 00300843]