Directors Report of Starlineps Enterprises Ltd.

Mar 31, 2025

Your directors have pleasure to present 14^th Annual Report together with the Audited Financial Statements
(Standalone and Consolidated) for the financial year ended on 31^st March, 2025.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding
principles are a blend of realism and optimism which has been and will be the guiding force of all our
future endeavors.

1. FINANCIAL PERFORMANCE:

The Companyâs financial performance during the year ended 31^st March, 2025 compared to the previous
year is summarized below:

Particulars	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	73,34,817.49	29,75,910.02	73,34,817.49	29,75,910.02
Other Income	1,43,965.79	54,956.75	1,43,965.79	54,956.75
Total Income	74,78,783.28	30,30,866.77	74,78,783.28	30,30,866.77
Total Expenditure	66,02,585.57	27,82,954.41	66,03,128.45	27,82,954.41
Profit/(Loss) Before Exceptional Items & Tax	8,76,197.70	2,47,912.36	8,75,654.82	2,47,912.36
Less: Exceptional/Extraordinary items	0.00	0.00	0.00	0.00
Profit/(Loss) Before Tax	8,76,197.70	2,47,912.36	8,75,654.82	2,47,912.36
Less: Tax Expense:
Current Tax	2,18,886.54	68,913.21	2,18,886.54	68,913.21
Deferred Tax Liabilities/(Assets)	(209.24)	(107.64)	(209.24)	(107.64)
Net Profit/(Loss) After Tax	6,57,520.40	1,79,106.79	6,56,977.52	1,79,106.79
Earnings Per Equity Share:
Basic	0.25	0.41	0.25	0.41
Diluted	0.25	0.41	0.25	0.41

The Company discloses consolidated and standalone financial results on a quarterly basis, which are
subjected to limited review and publishes Audited Standalone & Consolidated Financial Results annually.

2. REVIEW OF OPERATIONS:

i) Standalone Performance

During the year under review, Standalone Performance of the Company has posted higher Revenue from
Operation of Rs. 73,34,817.49/- Hundreds as compared to Rs. 29,75,910.02/- Hundreds in the
corresponding previous year. Due to higher income generation during the year under review, the Company
has posted higher Net Profit after tax of Rs. 6,57,520.40/- Hundreds in the current year as compared to the
Net Profit after Tax of Rs. 1,79,106.79/- Hundreds in the corresponding previous year. Your directors are
hopeful to earn rational profit in the years to come.

ii) Consolidated Performance

During the year under review, Consolidated Performance of the Company has posted higher Revenue from
Operation of Rs. 73,34,817.49/- Hundreds as compared to Rs. 29,75,910.02/- Hundreds in the
corresponding previous year. Due to higher income generation during the year under review, the Company
has posted higher Net Profit after tax of Rs. 6,56,977.52/- Hundreds in the current year as compared to the

Net Profit after Tax of Rs. 1,79,106.79/- Hundreds in the corresponding previous year. Your directors are
hopeful to earn rational profit in the years to come.

3. TRANSFER TO RESERVES:

During the year under review, Company has capitalized a sum of Rs. 4,32,300/- Hundreds out of Securities
Premium of Rs. 1,71,900/- Hundreds and Retained Earnings of Rs. 2,60,400/- Hundreds for the purpose of
issue of bonus equity shares of Rs. 1/- (Rupee One) each, in the ratio of one (1) equity share having face
value of Rs. 1/- each for every Five (5) existing equity share having face value of Rs. 1/- each. Your
directors have decided to transferred whole amount of profit to retained earnings as per annexed audited
Balance sheet for the year ended 31^st March, 2025.

4. VARIATIONS IN NET WORTH:

The Standalone Net worth of the Company for the Financial Year ended 31^st March, 2025, is Rs.
32,85,175.18/- Hundreds as compared to Rs. 26,27,654.77/- Hundreds for the previous financial year ended
31^st March, 2024 and the Consolidated Net worth of the Company for the Financial Year ended 31^st March,
2025, is Rs. 32,84,632.30/- Hundreds as compared to Rs. 26,27,654.77/- Hundreds for the previous
Financial Year ended 31^st March, 2024.

5. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind
AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the
Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated
Financial Statements for the financial year ended 31^st March, 2025, forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed the Audited
Financial Statements of its Subsidiary Company on its website at
https://www.starlineps.com/investors.html#financials and the same shall be provided to the shareholders
upon their request.

6. DIVIDEND:

During the year under review, your directors have not recommended any Dividend on Equity Shares of the
Company with a view to conserve resources for expansion of business. Notwithstanding the fact that
company does not fall under the mandatory criteria of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has voluntarily adopted Dividend Distribution
Policy and the said policy is available at the web-link: https://www.starlineps.com/investors.html#policies.

During the year under review, the Directors have not recommended any Dividend on Equity shares of the
company and hence not liable under section 124 of the Companies Act, 2013 for the transfer to the account
called âUnpaid Equity Dividend Accountâ.

7. INVESTORS EDUCATION AND PROTECTION FUND:

During the year, the Company was not liable to transfer any amount to the Investor Education and
Protection Fund as required under Section 124 and 125 of the Companies Act, 2013. Pursuant to the
provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and
unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid
and unclaimed amounts lying with the Company as on 31^st March, 2025 on the website of the Company at
web link: https://www.starlineps.com/investors.html.

8. SHARE CAPITAL:

â¢ Increase in Authorized Share Capital of the Company:

During the year, pursuant to the shareholdersâ approval received by way of postal ballot dated 12^thSeptember, 2024, the Company has increased the authorized share capital of the Company from Rs.

22.00. 00.000/- (Rupees Twenty-Two Crores) divided into 4,40,00,000 (Four Crores Forty Lakhs) Equity
Shares of Rs. 5/- (Rupees Five) each to Rs. 37,00,00,000/- (Rupees Thirty-Seven Crores) divided into

7.40.00. 000 (Seven Crores Forty lakhs) Equity Shares of Rs. 5/- (Rupees Five) each by creation of
additional 3,00,00,000 (Three Crores) Equity Shares of Rs. 5/- (Rupees Five) each ranking pari passu with
the existing Equity Shares.

â¢ Sub-Division / Split of Equity Shares of the Company:

The Strategic decision for Sub-Division / Split of Equity Shares of the Company was envisaged to improve
the liquidity of the Companyâs Equity shares with a view to encourage wider participation of investors and
to make these equity shares more affordable for the small investors at the Stock Market.

During the year under review, pursuant to the approval of the Board in its meeting held on 8^th August, 2024
and the approval of the Members of the Company received by way of postal ballot on 12^th September,
2024, the Company has split/sub-division of 1 (One) Equity Share of the Company having face value of Rs.
5/- (Rupees Five) each into 5 (Five) Equity Shares having face value of Rs. 1/- (Rupees One) each fully
paid-up Equity Shares of the Company w.e.f. record date i.e. 25^th September, 2024.

â¢ Issue of Bonus equity shares:

During the year under review, in order to encourage the shareholders'' continued support, pursuant to the
approval of the Board in its meeting held on 8^th August, 2024 and the approval of the Members of the
Company by way of postal ballot on 12^th September, 2024, the Company has allotted 4,32,30,000 equity
shares having face value of Rs. 1/- (Rupees One) each as bonus equity shares, in the ratio of one (1) equity
share having face value of Rs. 1/- each for every Five (5) existing equity share having face value of Rs. 1/-
each to the shareholders appearing in the Register of Members as on the record date i.e. 25 ^th September,
2024 in its Board Meeting held on 26^th September, 2024 each ranking pari passu with the existing Equity
Shares.

Further, the BSE Limited has granted listing approval with vide Letter No. LOD/Bonus/BN-
List/DA/1021/2024-25 dated 30^th September, 2024 for listing of Bonus equity shares of the Company and
trading approval with vide Letter No. LOD/BONUS/SV/100/2024-2025 dated 8^th October, 2024 for trading
of Bonus equity shares of the Company. Bonus equity shares were listed and admitted for trading on BSE
Limited from Wednesday, 9^th October, 2024. Pursuant to Regulation 295(1) of the SEBI (ICDR)
Regulations, 2018 read with SEBI circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023,
trading of the bonus equity shares was required to be commenced latest by 07^th October, 2024. However,
the same has been delayed by 2 days.

During the year under review, there is a change in Authorized, Issued, Subscribed and Paid-up Share
Capital of the Company on account of Sub-Division/ Split of Equity Shares of the Company and issuance
of Bonus Equity Shares.

Authorized Share Capital of the Company as on 31^st March, 2025 is Rs. 37,00,00,000/- (Rupees Thirty-
Seven Crores only) divided into 37,00,00,000 (Thirty-Seven Crores) Equity Shares of Rs. 1/- (Rupees One
only) each.

Issued, Subscribed and paid-up Share Capital of the Company as on 31^st March, 2025 is Rs.

25,93,80,000/- (Rupees Twenty-Five Crores Ninety-Three Lakhs Eighty Thousand only) divided into
25,93,80,000 (Twenty-Five Crores Ninety-Three Lakhs Eighty Thousand) Equity Shares of Rs. 1/- (Rupees
One only) each.

After the year ended 31^st March, 2025, the Board of Directors, at its meeting held on 27^th June, 2025,
approved the offer and issuance of equity shares of the Company by way of a Rights Issue for an amount
not exceeding Rs. 20,75,04,000/- to the eligible equity shareholders of the Company as on the record date
(to be determined by the Board of Directors in due course) subject to receipt of statutory /regulatory
approvals, as may be applicable in accordance with the Securities and Exchange Board of India (Issue of

Capital and Disclosures Requirements) Regulations, 2018 (SEBI ICDR Regulations) and other applicable
laws, primarily to pare down the Companyâs existing debt and support its future growth plans. Company
has filed the draft letter of offer/letter of offer with the stock exchange, in line with the amended
requirements under SEBI ICDR Regulations. Further, BSE Limited has granted In-principle approval vide
Letter No. LOD/RIGHT/TT/FIP/747/2025-26 dated 21^st August, 2025 for undertaking Rights Issue of the
fully paid-up equity shares of the Company.

During the year under review, the Company has not issued any Equity Shares with differential rights or
granted any stock options. The Company has not issued any Sweat Equity Shares to its Directors or
employees and also has not made any buy back of shares during the year under review.

9. BOARD OF DIRECTORS:

As on 31^st March, 2025, Your Company has 6 (Six) Directors, namely,

Mr. Shwetkumar Koradiya - Chairman & Managing Director

Mr. Hardikbhai Patel - Whole Time Director & Chief Financial Officer

Mrs. Jenish Bhavsar - Independent Director

Mrs. Neha Patel - Independent Director

Mr. Yashkumar Trivedi - Independent Director

Ms. Hiral Patel - Independent Director

During the said financial year, the following changes were occurred:

? Mr. Hardikbhai Rajubhai Patel (DIN: 08566796), Whole-time Director of the Company liable to
retire by rotation was re-appointed in 13^th Annual General Meeting of the Company held on 26^thSeptember, 2024.

? Re-appointment of Director:

There was no re-appointment of any Director during the year.

After the closure of financial year, the following changes were occurred:

a) In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Shwetkumar Dhirajbhai Koradiya (DIN: 03489858), Chairman and Managing Director of the
Company, retires by rotation at the forthcoming 14^th Annual General Meeting of the Company and
being eligible, has offered himself for re-appointment. The Board, on the basis of recommendation of
the Nomination & Remuneration Committee, recommends his re-appointment as Chairman and
Managing Director of the Company, for approval of the Members at the ensuing AGM. Brief profile
and other details of Mr. Shwetkumar Dhirajbhai Koradiya in terms of the Act, Listing Regulations and
Secretarial Standards on General Meeting, is provided in the AGM Notice.

b) The term of Mr. Shwetkumar Dhirajbhai Koradiya (DIN: 03489858), as a Managing Director of the
Company was completed on 30^th June, 2025. The Board of Directors at their Meeting convened on 27^thJune, 2025, based on the recommendation of Nomination & Remuneration Committee, approved his
re-appointment, for a further period of next 3 (Three) years with effect from 1^st July, 2025 and the
same shall be placed before the shareholders of the Company at the 14^thAnnual General Meeting for
their approval.

c) The term of Mr. Hardikbhai Rajubhai Patel (DIN: 08566796), as a Whole Time Director of the
Company was completed on 30^th June, 2025. The Board of Directors at their Meeting convened on 27^thJune, 2025, based on the recommendation of Nomination & Remuneration Committee, approved his
re-appointment for a further period of next 3 (Three) years with effect from 1^st July, 2025 and the same
shall be placed before the shareholders of the Company at the 14^thAnnual General Meeting for their
approval.

10. KEY MANAGERIAL PERSONNEL:

Pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, your Company has the following Key
Managerial Personnel (KMP) as on 31^st March, 2025:

(i) Mr. Shwetkumar Koradiya - Chairman & Managing Director

(ii) Mr. Hardikbhai Patel - Whole Time Director & Chief Financial Officer

(iii) Mrs. Madhuriben Chhatrola - Company Secretary & Compliance Officer

During the year, there were following changes in structure of the Key Managerial Personnel (KMP) of the
Company.

â¢ Ms. Neha Viraj Shah (ACS No.: 63972) has been resigned from the post of Company Secretary &
Compliance officer of the Company w.e.f. 15^th June, 2024.

â¢ Ms. Mahima Lohiya (ACS No.: 74384), has been appointed as Company Secretary & Compliance
Officer of the Company w.e.f. 12^th August, 2024.

â¢ Ms. Mahima Lohiya (ACS No.: 74384) has been resigned from the post of Company Secretary &
Compliance officer of the Company w.e.f. 14^th November, 2024.

â¢ Ms. Madhuriben Chhatrola (ACS No.: 74197), has been appointed as Company Secretary &
Compliance Officer of the Company w.e.f. 13 ^th January, 2025.

After closure of the financial year, there were no changes till conducting the Annual General Meeting in
structure of the Key Managerial Personnel (KMP) of the Company.

11. MEETINGS OF BOARD OF DIRECTORS:

During the financial year ended 31^st March, 2025, nine (9) Board meetings were held on the following
dates: 30^th May 2024, 08^th August 2024, 12^th August 2024, 29^th August 2024, 26^th September 2024, 11^thOctober 2024, 14^th November 2024, 13^th January 2025 and 14^th February 2025.

The gap between two Meetings did not exceed 120 days and the Meetings were conducted in compliance
with all applicable laws. The necessary quorum was present for all the Board Meetings.

For brief details of meetings of the Board of Directors, please refer to the Corporate Governance Report,
which is a part of this Annual Report.

12. MEETINGS OF MEMBERS:

Annual General Meeting (AGM):

During the year, 13 ^th Annual General Meeting of the Company was held on Thursday, 26^th September,
2024 through audio-video conference/other audio-visual means. The 14^th AGM of the Company will be
held on Thursday, 25 ^th September, 2025 at 4:00 pm, through audio-video conference/ other audio-visual
means to discuss the business as stated in the AGM Notice.

Extraordinary General Meeting (EGM):

No Extra Ordinary General Meeting was held during the financial year 2024-25.

Postal Ballot:

During the Financial Year 2024-25, the following resolutions were passed through Postal Ballot:

Date of Postal Ballot Notice	Types of Resolution	Voting Pattern		Brief Description of Resolutions
Date of Postal Ballot Notice	Types of Resolution	% Votes in favour of the Resolution	% of Votes against the Resolution	Brief Description of Resolutions
08 ^th August, 2024	Ordinary Resolution	100.00	0	Increase in the Authorised Share Capital of the Company and Alteration of Capital clause of Memorandum of Association of the Company
	Ordinary Resolution	99.84	0.16	Sub-Division / Split of Equity Shares of the Company of face value of Rs. 5/- per share to Rs. 1/- per share
	Ordinary Resolution	99.97	0.03	To consider and approve the issue of Bonus Shares in the ratio of 1:5 (1 equity share for every 5 equity shares)

13. COMMITTEE MEETINGS:

Audit Committee:

As on 31^st March, 2025, the Audit Committee of the Company comprises 3 (three) Non-Executive
Independent Directors, Mrs. Neha Patel, Mrs. Jenish Bhavsar and Mr. Yash Trivedi. Mrs. Neha Patel is
the Chairperson of the Audit Committee.

All members of the Audit Committee are financially literate and possess accounting and financial
management knowledge. The details of the same are provided under the head Skills/ Expertise/
Competence of the Board of Directors in the Corporate Governance Report. The Company Secretary is
the Secretary to the Committee. The Managing Director, Chief Financial Officer, Internal Auditors and
Statutory Auditors are periodically invited to attend the Audit Committee Meetings. The Board has
accepted all recommendations made by the Audit Committee from time to time.

Other Board Committees:

Details of other Committees, their compositions, Meetings held, attendance of the Members at the
Committee Meetings during the financial year 2024-25 are provided in the Corporate Governance Report.
The composition of the Board Committees is also uploaded on the website of the Company and can be
accessed through the https://www.starlineps.com/about.html.

14. DIRECTORSâ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 31^st March, 2025 and profit of the Company for that
period;

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively during the year.

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

15. REPORTING OF FRAUDS:

During the Financial Year 2024-25, there have been no instances of frauds reported by the Auditors under
Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to
the Central Government.

16. DECLARATION FROM INDEPENDENT DIRECTORS:

All Independent Directors have given declarations of independence, as required under Section 149(7) of the
Companies Act, 2013 stating that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors
have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and
Qualifications of Directors) Rules, 2014, as amended, relating to registered themselves with the Indian
Institute of Corporate Affairs (âIICAâ) towards the inclusion of their names in the data bank maintained
with it and they meet the requirements of the proficiency self-assessment test. All Independent Directors of
the Company have affirmed compliance with Schedule IV of the Act and the Companyâs Code of Conduct
for Directors and Employees for the Financial Year 2024-25.

In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. As
required under Regulation 25(9) of the Listing Regulations the Board of Directors of the Company has
taken on record the declaration and confirmed the same after undertaking due assessment of the veracity of
such declarations.

17. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for
selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for
determining qualifications, positive attributes and independence of Directors. The salient features of the
Nomination and Remuneration Policy of the Company has been disclosed in the Corporate Governance
Report, which is a part of this report.

In pursuance of the Company''s policy to consider human resources as its invaluable assets, to pay equitable
Remuneration to all Directors, Key Managerial Personnel (KMP) and Employees of the Company, to
Harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the
provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to
time, the policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior
Management has been formulated.

The Remuneration of the Executive Directors is determined by the Nomination and Remuneration
Committee within the permissible limits of the Companies Act, 2013 and as approved by Board and
shareholders. The Companyâs remuneration policy is driven by the success and performance of the
managerial personnel. While reviewing the remuneration of managerial personnel, Key Managerial
Personnel (KMPs) and other senior officials, the Committee takes into account the following:

a. Financial position of the Company

b. Scales prevailing in the industry

c. Appointeeâs qualification and expertise

d. Past performance

e. Past remuneration etc.

Nomination and Remuneration policy of the Company is also available on the Company''s website at
https://www.starlineps.com/investors.html

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put
in place a familiarization programs for Independent Directors to familiarize them with the working of the
Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the company
operates, business model etc., along with updating on various amendments in the Listing Regulations and
the Companies Act, 2013. These updates not only keep Directors informed but also offer opportunities for
interaction with Management. All the Independent Directors of the Company are made aware of their roles
and responsibilities at the time of their appointment through a formal letter of appointment, which also
stipulates various terms and conditions of their engagement. Further, all the Independent Directors of the
Company have successfully registered with the Independent Directorâs Databank of the Indian Institute of
Corporate Affairs.

The detail of the aforementioned programme imparted during the financial year as required under
Regulation 46 of the SEBI Listing Regulations is available on the companyâs website web-link at
https://www.starlineps.com/investors.html#policies.

19. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATES:

SUBSIDIARY COMPANY:

StarlinePS International Private Limited: The Company has incorporated a newly wholly owned
subsidiary under the name StarlinePS International Private Limited on 25^th October, 2024.

The Company does not have any material subsidiary, it has only one wholly-owned subsidiary.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8
of the Companies (Accounts) Rules, 2014 statement containing the salient features of the financial
statements of the Subsidiary Company for the financial year ended 31^st March, 2025 in Form AOC-1 is
set out in âAnnexure 1â and forms part of this report.

JOINT VENTURE AND ASSOCIATE COMPANY:

As on 31^st March, 2025, your Company does not have any Joint Venture and Associate Company.

20. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES.
ASSOCIATES AND JOINT VENTURES:

As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the financial performance of
Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall
performance of the Company during the Financial Year ended 31^st March, 2025, is annexed to this
Board''s Report as Annexure - 1.

21. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of the Act, during the financial year 2024-25, your Company has not given any
loans or guarantee to any person or body corporate directly or indirectly. However, the details of the
investments made during the financial year are provided in Note No. 4 of the standalone financial statement
of the Company.

The details of Investments made during the Financial Year ended 31^st March, 2025, is given in compliance
with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 and the same is annexed to the Board''s Report as Annexure - 2.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
During the Financial Year 2024-25:

â¢ All the Related Party Transactions entered into by your Company during the financial year 2024-25,
were on armâs length basis and in the ordinary course of business. There were no material significant
Related Party Transactions entered into by the Company with Promoters, Key Managerial Personnel
or other designated persons which may have a potential conflict with the interest of the Company.

â¢ None of the Directors or any Key Managerial Personnel has any material pecuniary relationships or
transactions vis-a-vis the Company.

â¢ Requisite prior approvals of the Audit Committee and Board of Directors were obtained for Related
Party Transactions and Prior omnibus approval of the Audit Committee has been obtained for the
transactions which are of a foreseen and in repetitive nature.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and
monitoring of such transactions. Policy on Related Party Transaction as approved by the Board is uploaded
on the Companyâs website at web link https://www.starlineps.com/investors.html#policies.

During the year, your Company has not entered into any significant material related party
transactions/contracts/arrangements and a confirmation to this effect as required under section 134(3)(h) of
the Companies Act, 2013 is given in Form AOC-2 as Annexure - 3, which forms part of this Board''s
Report. Suitable disclosure as required under IND AS-24 has been made in Note to the Financial
Statement.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO:

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with
regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given
below:

a. Conservation of Energy: Your Company is engaged in trading activity. Hence, there are no extra
steps taken for energy saving. However, regular steps have been taken to improve energy consumption
by using LED lights in office premises. The Company is using inverter as an alternate source of
energy. During the year, the Company has not made any capital investment on energy conservation
equipment.

b. Technology Absorption: The project of your Company has no technology absorption, hence no
particulars are offered.

c. Foreign Exchange Earning and Outgo: The foreign Exchange earnings and expenditure of the
Company is NIL.

24. RISK MANAGEMENT POLICY:

Notwithstanding the fact that the Company is outside the purview of the applicability of Risk Management
Committee as per SEBI (LODR) Regulations 2015, the Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business objectives. The Board of the Company has also
constituted a Risk Management Committee to frame, implement and monitor the risk management plan for
the Company. The said committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls.

The details pertaining to the composition of the Risk Management Committee are included in the Corporate
Governance Report, which is a part of this report. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks. At present there are no risks which in
the opinion of the Board threaten the existence of the Company.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has registered profit of more than Rs. 5 Crores for the financial year 2024-25 and therefore,
the provision with respect to CSR expenditure is applicable for the current financial year 2025-26. Pursuant
to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors in their meeting held on 27^th June, 2025 has
constituted a CSR Committee. The role of the Committee, inter alia, is to formulate and recommend to the
Board and monitor CSR Policy, to review and recommend the amount of expenditure to be incurred on the
CSR activities, an annual action plan in pursuance of its CSR policy and review the impact of the
undertaken CSR projects in the financial year.

CSR Committee reconstituted comprising of the following members of the Board of Directors of the
Company as members of CSR Committee:

SN	Name	Designation	Status in Committee
1	Shwetkumar Koradiya	Managing Director	Chairman
2	Neha Saurabh Patel	NEID	Member
3	Yash Sarjubhai Trivedi	NEID	Member

NEW: Non-Executive Independent Director

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, and based on the
recommendation of CSR Committee, the Board of Directors has adopted the CSR Policy. The Company''s
CSR policy is available on the Company''s website at https: //www .starlineps.com/investors .html

The Corporate Social Responsibility Committee was constituted after the end of the financial year, and
accordingly, no meeting of the Committee was held during the financial year 2024-25.

26. BOARD EVALUATION:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the
Individual Directors and the Board. Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors. The evaluation is performed by the Board,
Nomination and Remuneration Committee and Independent Directors with specific focus on the
performance and effective functioning of the Board and Individual Directors.

A separate exercise was carried out to evaluate the performance of individual Directors, including the
Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company and other factors. The parameters
considered were leadership ability, adherence to corporate governance practices etc.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such
as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the degree of fulfilment of key responsibilities, adequacy of
Committee composition, effectiveness of committee meetings, etc. The criteria for evaluation of Individual
Directors include aspects such as attendance and contribution at Board/Committee Meetings and
guidance/support to the Management outside Board/Committee Meetings. In addition, the Chairperson was
also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging
active engagement by all Board members and motivating and providing guidance to KMPs.

The above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India in line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated
January 5, 2017.

27. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF
THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors of the Company, after taking on record a declarations given by the independent
directors as required under Section 149(7) of the Companies Act, 2013 and undertaking due veracity of the
same, concluded that the Independent Directors of the Company are persons of integrity and possess the
relevant expertise, experience and proficiency to qualify as Independent Directors of the Company and are
independent of the Management of the Company and also fulfill the conditions of independence specified
in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

28. BOARD DIVERSITY:

The Company has over the years been fortunate to have eminent people from diverse fields to serve as
Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration
Committee of the Board is to assist the Board in ensuring that diversity of gender, thought, experience,
knowledge, and perspective is maintained in the Board nomination process, in accordance with the Board
Diversity policy.

29. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the
SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to
regulate the trading in securities by the Directors and Designated Employees of the Company. The Code
requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of shares of
the Company by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the âTrading Windowâ is
closed. The Board is responsible for implementation of the code. All Directors and the designated
Employees have confirmed compliance with the code.

30. ANNUAL RETURN:

A copy of the Annual Return of the Company for the Financial year 2024-25, as required under Section
134(3)(a) and 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014 shall be placed on the Companyâs website at
https://www.starlineps.com/investors.html#financials.

31. PUBLIC DEPOSITS:

During the financial year 2024-25, your Company has not accepted any deposits falling within the meaning
of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and as such,
no amount on account of principal or interest on deposits from public was outstanding as on 31^st March,
2025.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS:

During the year under review, no significant or material orders were passed by any Regulators, Courts, or
Tribunals that would affect the going concern status of the Company or its future operations. However,
BSE has initiated an action against the Company. The said action pertains to non-implementation of the
bonus issue within the prescribed timeline under Regulation 295(1) of the SEBI (ICDR) Regulations,
which mandates commencement of trading within two months from the date of the Board Meeting
approving the bonus issue. Consequently, a penalty of Rs. 40,000/- was levied on the Company.

33. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

reported correctly and there is proper adherence to policies and guidelines, safeguarding its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures, processes in terms of efficiencies and effectiveness. The
Companyâs internal control systems are also periodically tested and certified by the internal auditors. The
Audit Committee constituted by the Board constantly reviews the internal control systems.

34. MAINTENANCE OF COST RECORD & AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under
Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules made thereunder. The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the
workplace. The policy on Sexual Harassment at Workplace is placed on the Companyâs website at
https://www.starlineps.com/investors.html#policies.

Details of complaints during the financial year 2024-25 are as follows:

Particulars	No. of complaints
Number of complaints received during the financial year	0
Number of complaints disposed of during the financial year	0
Number of cases pending for more than ninety days	0
Number of complaints pending as on end of the financial year	0

36. DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC). 2016:

During the year under review, no application has been made or any proceeding is pending under the
Insolvency and Bankruptcy Code (IBC), 2016.

37. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION
EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUION
ALONG WITH THE REASON THEREOF:

During the year under review, no valuation was carried out by the Bankers of the Company in connection
with any one-time settlement. Accordingly, the question of any difference between the valuation at the time
of one-time settlement and the valuation at the time of availing the loan does not arise. It is pertinent to
note that the loan availed by the Company after the Financial year was a loan against Fixed Deposit (FD),
which does not require any valuation.

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961:

Your Company has complied with provisions under the Maternity Benefit Act, 1961 and rules made
thereunder. The Company continues to support and provide all eligible female employees with maternity
benefits in line with the statutory requirements.

39. PARTICULARS OF EMPLOYEES:

Disclosures relating to remuneration and other details as required under Sub-Section (12) of Section 197 of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report as Annexure-4.

Number of employees at the end of the financial year 2024-25 are as follows:

Particulars	No. of Employees
Female	4
Male	3
Transgender	0
Total	7

40. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established
a vigil mechanism by adopting a Whistle Blower Policy for the Directors and employees of the Company
to report concerns about unethical behavior, actual or suspected incidents of fraud or violation of Code of
Conduct. It also provides adequate safeguards against the victimization of employees who avail of the
mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is
affirmed that no personnel of the Company have been denied access to the Audit Committee. An update on
whistle blower complaints is provided to the Audit Committee of the Company on a quarterly basis.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial
or other information to the stakeholders, and any conduct that results in violation of the Companyâs code of
business conduct, to the management (on an anonymous basis, if employees so desire). All employees of
the Company are covered under the Whistle Blower Policy. The Whistle Blower Policy is available on the
Companyâs website at https://www.starlineps.com/investors.html#policies.

41. STATUTORY AUDITORS AND REPORT:

M/s. Kansariwala & Chevli, Chartered Accountants, Surat (Firm Registration No. 123689W) were reÂ¬
appointed as Statutory Auditors of the Company to hold office for second term for a period of 5 years i.e.,
from the conclusion of the 10^th Annual General Meeting held on 27^th September, 2021 till the conclusion of
the 15 ^th Annual General Meeting to be held in the year 2026.

The Statutory Auditorsâ Reports on the Annual Audited Standalone and Consolidated Financial Statements
for the FY 2024-25 forms part of this Annual Report and is unmodified i.e., they do not contain any
qualification, reservation, or adverse remark or disclaimer.

In accordance with the provisions of Section 141 of the Companies Act, 2013, the Statutory Auditors have
given a confirmation to the effect that they are eligible to continue with their appointment and that they
have not been disqualified in any manner from continuing as Statutory Auditors.

Pursuant to Section 134(3)(ca) of the Companies Act, 2013, the Auditors have stated in their report that in
terms of Section 143(12) of the Companies Act, 2013 in the course of their duties, they have no reason to
believe that any of the officer or employee of the Company, had or has committed any offence or fraud.

42. INTERNAL AUDITORS AND REPORT:

M/s. Atit Shah & Associates, Chartered Accountants of Surat (Firm Registration No. 131493W) is acting as
Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The
Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

43. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Manish R. Patel,
Practicing Company Secretary (ACS No. 19885, COP No. 9360) to undertake the Secretarial Audit of the
Company for the Financial Year 2024-25. The Secretarial Audit Report for the F.Y 2024-25 in form MR-3
is attached to this report as Annexure-5.

The report contains following qualifications, reservation or adverse remarks:

(a)Pursuant to Regulation 295(1) of the SEBI (ICDR) Regulations, 2018 read with SEBI circular
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, trading of the bonus equity shares was
required to be commenced latest by 07/10/2024. However, the same has been delayed by 2 days.

Further, in compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act,
the Board at its meeting held on 28^th August, 2025 has approved the appointment of Mr. Manish R. Patel,
Practicing Company Secretary (ACS No. 19885, COP No. 9360), a peer reviewed Practicing Company
Secretary as Secretarial Auditor of the Company to hold office for a term of 5 (five) consecutive financial
years commencing from the conclusion of 14^th Annual General Meeting till the conclusion of the 19^thAnnual General Meeting of the Company to be held in the year 2030. The Board has recommended his
appointment for approval of the Members at the ensuing AGM.

Brief profile and other details of Mr. Manish R. Patel, Practicing Company Secretary, are disclosed in the
AGM Notice approved by the Board. He has given his consent to act as Secretarial Auditor of the
Company and has confirmed his eligibility for the appointment. The Secretarial Auditor has confirmed that
he has subjected himself to the peer review process of Institute of Company Secretaries of India (ICSI) and
hold valid certificate issued by the Peer Review Board of the ICSI.

In terms of the provisions of the Circular No CIR/ CFD/CMD1/27/2019 dated 8^th February, 2019 issued
by Securities and Exchange Board of India (SEBI), Mr. Manish R. Patel, Practicing Company Secretary
(ACS No. 19885, COP No. 9360) have issued the Annual Secretarial Compliance Report for the financial
year ended 31^st March, 2025. The above said Report for the financial year 2024-25 has been submitted to
the stock exchanges within 60 days of the end of the said financial year and available on website of the
company at https: //www .starlineps.com/investors.html#compliances.

44. MANAGEMENT EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE
AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

As per the Secretarial Audit Report issued by Mr. Manish R. Patel, practicing company secretary, the
Company has been marked as non-compliant under Regulation 295(1) of the SEBI (ICDR) Regulations,
2018. As a result, BSE has imposed a monetary penalty of Rs. 40,000/- (Rupees Forty Thousand only). The
matter was placed before the board. The board took note of such submission and further company had paid
the fines levied. Further, for avoidance of non-compliance, management will take appropriate steps for
timely compliance in future and stay informed about evolving regulations.

45. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managementâs Discussion and Analysis Report provides a perspective of economic and social aspects
material to your Companyâs strategy and its ability to create and sustain value to your Companyâs key
stakeholders. Pursuant to the provisions of Regulation 34(2)(e) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Managementâs Discussion and Analysis
Report capturing your Companyâs performance, industry trends and other material changes with respect to
your Company for the year ended 31^st March, 2025 is attached to this report as Annexure-6.

46. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance, with a view to
bring about transparency in its operations and reinforcing the valuable relationship between the Company
and its Stakeholders.

The Report on Corporate Governance for FY 2024-25 regarding compliance with the conditions of
Corporate Governance stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith and forms a part of this
report as Annexure-7.

47. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:

There are no material changes and commitments, affecting the financial position of the Company which
occurred between the end of the financial year to which the financial statements relate and the date of this
report.

48. PREPARATION OF ANNUAL ACCOUNTS FOR FINANCIAL YEAR 2024-25:

Pursuant to the MCA Circular regarding applicability of the Companies (Indian Accounting Standards
(IND AS) Rules, 2015 the Company is required to prepare its Financial Statements for the financial year
ended 31^st March, 2025 in accordance with IND AS.

49. CHANGE IN THE NATURE OF BUSINESS:

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

50. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE), the Stock Exchange where
its securities are listed.

51. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, your Company is in compliance with the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), as issued by the
Institute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to
Section 118(10) of the Companies Act, 2013.

52. HUMAN RESOURCES:

The Company treats its âHuman Resourcesâ as one of its most important assets. The Companyâs culture
promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by
passionate and highly engaged workforce. This is evident from the fact that the Company continues to
remain the industry benchmark for talent retention. During the year under review, there was a cordial
relationship with all the employees. The Directors would like to acknowledge and appreciate the
contribution of all employees towards the performance of the Company.

53. GREEN INITIATIVE:

In commitment to keeping in line with the Green Initiative and going beyond it to create new green
initiatives, electronic copy of the Annual Report for FY 2024-25 and the Notice of the ensuing AGM is
being sent to all shareholders whose email addresses are available in records of the company and registered
with Companyâs Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry
of Corporate Affairs dated May 5, 2020, shareholders holding shares in demat form are requested to update
their email addresses with their Depository Participant(s) and for shareholders holding shares in physical

form, should get their email registered with, Bigshare Services Private Limited Companyâs Registrar and
Share Transfer Agent.

54. ACKNOWLEDGEMENTS AND APPRECIATIONS:

The Board of Directors expresses its sincere appreciation for the continued support, assistance, and
cooperation extended by the Financial Institutions, Bankers, Government Authorities, Customers, Vendors,
and Shareholders during the year under review. The Board also acknowledges with gratitude the enduring
support and patronage received from esteemed corporate houses in and around Surat.

Further, the Directors place on record their heartfelt appreciation for the dedication, commitment, and hard
work of all executives, officers, and staff members, whose efforts have significantly contributed to the
Companyâs overall performance and operational excellence throughout the year.

For and on behalf of the Board of Directors
StarlinePS Enterprises Limited

Shwetkumar Koradiya Hardikbhai Rajubhai Patel

Date: 28/08/2025 Chairman & Managing Director Whole Time Director & CFO

Place: Surat DIN: 03489858 DIN: 08566796

REGISTERED OFFICE:

Office No. 805, Solaris Bay View,

Near Iscon Mall, Piplod,

Surat-395007, Gujarat.

Mar 31, 2024

Your Directors have pleasure to present their 13^th Annual Report together with the Audited Financial Statements for the financial year ended on 31^st March, 2024.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavors.

1. FINANCIAL PERFORMANCE:-

The Company''s financial performance during the year ended 31^st March, 2024 compared to the previous year is summarized below:

(Amount in ? 00)
Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	29,75,910.02	19,99,380.10
Other Income	54,956.75	46,208.05
Total Income	30,30,866.77	20,45,588.15
Total Expenditure	27,82,954.41	19,63,506.93
Profit/(Loss) Before Tax & Exceptional/Extraordinary Items	2,47,912.36	82,081.22
Less:
Exceptional/Extraordinary items	-	-
Profit/(Loss) Before Tax	2,47,912.36	82,081.22
Less: Tax Expense :
- Current Tax	68,913.21	20,580.00
Deferred Tax Liabilities/(Assets)	(107.64)	267.08
Net Profit/(Loss) After Tax	1,79,106.79	61,234.14

2. REVIEW OF OPERATIONS:-

During the year under review, the Company has posted higher Revenue from Operation of ? 2,975,910.02/- Hundreds as compared to ? 1,999,380.10/-Hundreds in the corresponding previous year. Due to higher income generation during the year under review, the Company has posted higher Net Profit after tax of ? 179,106.79/- Hundreds in the current year as compared to the Net Profit after Tax of ? 61,234.14/-Hundreds in the corresponding previous year. Your Directors are hopeful to earn rational profit in the years to come.

3. TRANSFER TO RESERVES:-

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2023-24 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

4. DIVIDEND:-

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company with a view to conserve resources for expansion of business. Notwithstanding the fact that company does not fall under the mandatory criteria of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Company has

voluntarily adopted Dividend Distribution Policy and the said policy is available at the following web-link: http://www.starlineps.com/Investors-Relations/Code-of-Conduct&Policies/Policies/Dividend%20Distribution%20Policy.pdf.

During the year under review, the Directors have not recommended any Dividend on Equity shares of the company and hence not liable under section 124 of the Companies Act, 2013 for the transfer to the account called "Unpaid Equity Dividend Account".

5. INVESTORS EDUCATION AND PROTECTION FUND:-

During the year, the Company was not liable to transfer any amount to the Investor Education and Protection Fund as required under Section 124 and 125 of the Companies Act, 2013. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31.03.2024 on the website of the Company at web link: http://www.starlineps.com/Investors-Relations/Unpaid-unclaimed-Dividend/List%20of%20Unpaid%20and% 20Unclaimed % 20Interim% 20Dividend.pdf.

6. PUBLIC DEPOSITS:-

During the year under review, your Company has neither accepted / renewed any deposits during the year nor has any outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

7. SHARE CAPITAL:-

As on 31^st March, 2024, the Issued, Subscribed & Paid up Equity Share Capital of your Company stood at ^21,61,50,000/- (Rupees Twenty One Crore Sixty One Lakh Fifty Thousand) divided into 4,32,30,000 (Four Crore Thirty Two Lakh Thirty Thousand) Equity Shares of Rs. 5/- each.

During the year, The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details/ information invited in this respect.

8. SPLIT/SUB-DIVISION OF EQUITY SHARES AND BONUS EQUITY SHARES:-

After the end of financial year, Board of Directors of your Company at its meeting held on 8th August, 2024, has decided to pass following Resolutions through postal ballot process:

â¢ Increase in the Authorized Share Capital of the Company from Rs. 22,00,00,000 divided into 4,40,00,000 Equity Shares of Rs. 5/- each to Rs. 37,00,00,000 divided into 7,40,00,000 Equity Shares of Rs. 5/- each.

â¢ Sub-division/split of Equity Shares of the Company from face value of Rs. 5/- each to Re. 1 each and consequential amendment in Clause V of the Memorandum of Association of the Company.

â¢ Proposal of issuance of Bonus equity shares to the equity shareholders of the Company in the ratio of 1:5 i.e. 1 (One) Equity Share for every 5 (Five) Equity Shares having a face value of Re. 1/- (considering the post sub-division/split of face value of equity shares).

E-voting for the above mentioned businesses commence from 14th August, 2024 and end on 12th September, 2024.

The Board extends its gratitude to all shareholders for their continued trust and support, and looks forward to their participation in the company''s growth and success.

9. BOARD OF DIRECTORS:-As on 31^st March, 2024, Your Company has 6 (Six) Directors, namely,

i. Mr. Shwetkumar Koradiya - Chairperson & Managing Director

ii. Mr. Hardikbhai Patel - Whole Time Director & Chief Financial Officer

iii. Mrs. Jenish Bhavsar - Independent Director

iv. Mrs. Neha Patel - Independent Director

v. Mr. Yashkumar Trivedi - Independent Director

vi. Ms. Hiral Patel - Independent Director

During the said financial year, the following changes were occurred:

? Mr. Shwetkumar Dhirajbhai Koradiya (DIN: 03489858), Managing Director of the Company liable to retire by rotation was re-appointed in 12^th Annual General Meeting of the Company held on 26 ^th September, 2023.

? Re-appointment of Director:

The term of appointment of Mrs. Jenish Bhavsar as an Independent Director of the Company was completed on 2^nd November, 2023. The Board of Directors at their Meeting convened on 29^th August, 2023 approves her re-appointment for a further period of next five years with effect from 3^rd November, 2023 and the same was approved by the shareholders at the 12^thAnnual General Meeting held on 26 ^th September, 2023.

After the closure of financial year, the following changes were occurred:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hardikbhai Rajubhai Patel, Whole Time Director & Chief Financial Officer of the Company retires by rotation at the forthcoming 13^th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval.

10. KEY MANAGERIAL PERSONNEL:-

As on 31^st March, 2024, Your Company has the following Key Managerial Personnel (KMP):

(i) Mr. Shwetkumar Koradiya - Chairperson & Managing Director

(ii) Mr. Hardikbhai Patel - Whole Time Director & Chief Financial Officer

(iii) Ms. Neha Viraj Shah - Company Secretary & Compliance Officer

During the year, there are following changes in structure of the Key Managerial Personnel (KMP) of the Company.

â¢ Ms. Swati Somani (ACS No.: 68472) has been resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. 12^th February, 2024.

â¢ Ms. Neha Viraj Shah (ACS No.: 63972), has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 12^th February, 2024.

After the closure of financial year, there are following changes in structure of the Key Managerial Personnel (KMP) of the Company.

â¢ Ms. Neha Viraj Shah (ACS No.: 63972), has been resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 15^th June, 2024.

â¢ Ms. Mahima Lohiya (ACS No.: 74384), has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 12^th August, 2024.

11. DECLARATION FROM INDEPENDENT DIRECTORS:-

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:-

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business model etc., along with updating on various amendments in the Listing Regulations and the Companies Act, 2013.The detail of the aforementioned programme as required under Regulation 46 of the SEBI Listing Regulations is available on the company''s website web-link http://www.starlineps.com/Investors-Relations/Code-of-Conduct&Policies/Other/ Familiarisation%20Program%20for%20Independent%20Directors.pdf.

In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Director''s Databank of the Indian Institute of Corporate Affairs.

13. DIRECTORSâ RESPONSIBILITY STATEMENT:-

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

(a) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards had been followed along with 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 of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

(e) that the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year.

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

Pursuant to Section 186 of the Act, during the financial year 2023-24, no guarantee was given to any person or body corporate directly or indirectly by the Company. The investments and loan made by the Company are within the limits set under the applicable provisions of the Act, the following details is given as under:

(a) The investment made pursuant to Section 179(3) of the Act is as under. (Amount in ''00)
Sr. No.	Name of the Party	Amount as on 31.03.2024
1	Invidata Private Limited	Rs. 25,054.92/-
(b) The particulars of loans granted pursuant to Section 179(3) of the Act are as under.
		(Amount in ''00)
Sr. No.	Name of the Party	Amount as on 31.03.2024
1	Trimurti Developers	Rs. 25,000.00/-
2	Baroda Rayon Corporation Limited	Rs. 7,74,373.80/-

15. MEETINGS OF BOARD OF DIRECTORS :-

During the year under review, Six (6) Board Meetings, five (5) Audit Committee Meetings, four (4) Stakeholders Relationship Committee Meetings, (4) four (4) Nomination and Remuneration Committee Meeting, Two (2) Risk Management Committee and one (1) Separate Meeting of Independent Directors were held. The details of which are given in the Corporate Governance Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company.

16. MEETINGS OF MEMBERS:-

During the year under review, 12^th Annual General Meeting of the Company was held on 26^thSeptember, 2023 and no Extra Ordinary General Meeting was held during the financial year.

17. COMMITTEE MEETINGS:-

The details pertaining to the composition of the Audit Committee and other Committees and all Committee meetings held during the year 2023-24 are included in the Corporate Governance Report. During the year, all the recommendations made by the all Committees were accepted by the Board.

18. BOARD EVALUATION:-

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 2015. The performance of Chairperson of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

17. PREVENTION OF INSIDER TRADING:-

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time,with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

a. Conservation of Energy:

Your Company is engaged in Trading activity. Hence, there are no extra steps taken for energy saving. However, regular steps have been taken to improve energy consumption by using LED lights in office premises. The Company is using inverter as an alternate source of energy. During the year, the Company has not made any capital investment on energy conservation equipment.

b. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

c. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is NIL.

19. ANNUAL RETURN:-

A copy of the Annual Return of the Company for the Financial year 2023-24, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company''s website. The web-link as required under the Act is as underhttp:/ / www.starlineps.com/Investors-Relations/Annual-Return/Draft%20Form MGT 7 web.pdf

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Company has established proper and adequate system of internal control to ensure that all resources are put to optimum use and are well protected against loss and all transactions are authorized, recorded and reported correctly and there is proper adherence to policies and guidelines, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures, processes in terms of efficiencies and effectiveness. The Company''s internal control systems are also periodically tested and certified by the internal auditors. The Audit Committee constituted by the Board constantly reviews the internal control systems.

21. VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

Conduct&Policies/ Policies/Vigil%20Mechanism%20or % 20Whistle% 20Blower % 20Policy.pdf .

22. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The salient features of the Nomination and Remuneration Policy of the Company has been disclosed in the Corporate Governance Report, which is a part of this report. The said Policy is available on the Company''s website on http:/ / www.starlineps.com/Investors-Relations/Code-of-

Conduct&Policies/Policies/Nomination%20&%20Remuneration%20Policy.pdf.

23. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31^stMarch, 2024, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

24. CORPORATE SOCIAL RESPONSIBILITY [CSR]:-

Your Company does not fall under the purview of the provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013, hence no particulars are required to be given in this matter.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee hasbeen obtained for the transactions which are of a foreseen and in repetitive nature. None of the Directors or any Key Managerial Personnel has any material pecuniary relationships or transactions vis-a-vis the Company.

Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company''s website at web link http://www.starlineps.com/Investors-Relations/Code-of-Conduct&Policies/Policies/Policy%20on%20Related%20Party%20Transaction.pdf.

During the year, your Company has not entered into any significant material related party transactions/contracts/arrangements. Accordingly, the disclosure of related party transactions/contracts/arrangements as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required under IND AS-24 has been made in Note to the Financial Statement.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report "Annexure-1".

Information on particulars of employees'' remuneration as per Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is reported to be Nil as there are no employees who are in receipt of remuneration above the prescribed limit.

The details of top ten employees in terms of remuneration drawn for financial year 2023-24 are asunder:

Sr. N o.	Name of Employee	Designation	^Ag^e (in years)	Salary ⁽p^er annum)	Qualifi cation	Experie nce (in years)	Date of Joining	Last Employ -ment
1	Ms. Vidhi Shah	Accountant	32	4,20,000	B.Com	4	01/09/2020	-
2	Mr. Jinay Koradiya	Sales Executive	35	4,20,000	B.Com	7	01/10/2022	Koradiya Mile Stone Pvt. Ltd.
3	Ms. Meeta Shah	Back Office Executive	52	3,00,000	B.Com	4	01/07/2020	-
4	Ms. Swati Somani *	Company Secretary & Compliance Officer	26	2,75,800	BBA, C.S.	2	25/05/2022
5	Ms. Neha shah	Company Secretary & Compliance Officer	28	37,500	B.Com	4	12/02/2024

*Ms. Swati Somani (ACS: 68472) has been resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. 12^th February, 2024.

Note:

1. None of the employees mentioned above are related to any of the Directors of the Company.

2. All appointments are on permanent basis.

3. None of the employees mentioned above hold any of the shares of the Company along with their spouse and dependent children.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2023-24, the Company had not received any complaints and no complaints were pending as on 31^st March, 2024. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace. The policy on Sexual Harassment at Workplace is placed on the Company''s website at http://www.starlineps.com/Investors-Relations/Code-of

Conduct&Policies/Policies/Policy%20on%20Sexual%20Harassment%20at%20Workplace.pdf.

28. STATUTORY AUDITORS'' AND REPORT:-

M/s. Kansariwala & Chevli, Chartered Accountants, Surat (Firm Registration No. 123689W) were appointed as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 10^th Annual General Meeting till the conclusion of the 15^th Annual General Meeting to be held in the year 2026.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

Pursuant to Section 134(2)(ca) of the Act, the Auditors have stated in their report that in terms of Section 143 (12) of the Act, in the course of their duties, they have no reason to believe that any of the officer or employee of the Company, had or has committed any offence or fraud.

29. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors or Secretarial Auditors to report to the Audit Committee, Board and/ or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed there under.

30. INTERNAL AUDITORS AND REPORT:-

M/s. Atit Shah & Associates, Chartered Accountants of Surat (Firm Registration No. 131493W) is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

31. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:-

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 Mr. Manish R. Patel, Company Secretary in Practice of Surat (Certificate of Practice No. 9360) to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the F.Y 2023-24 in form MR-3 is attached to this report as "Annexure-2". The report does not contain any qualifications, reservation or adverse remarks.

In terms of the provisions of the Circular No CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India (SEBI), Mr. Manish R. Patel, Company Secretary in Practice of Surat (COP No. 9360) have issued the Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024. The above said Report for financial year 2023-24 has been submitted to the stock exchanges within 60 days of the end of the said financial year and available on website of the company https:// www.starlineps.com/Investors-Relations/Reg24AAnnual%20Secretarial%20Compliance/1.% 20SCR-2023-24.pdf

32. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:-

The Management''s Discussion and Analysis Report provides a perspective of economic and social aspects material to your Company''s strategy and its ability to create and sustain value to your Company''s key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report capturing your Company''s performance, industry trends and other material changes with respect to your Company for the year ended 31^st March, 2024 is attached to this report as "Annexure - 3".

33. CORPORATE GOVERNANCE:-

The Report on Corporate Governance for FY 2023-24as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,is attached herewith and forms a part of this report" Annexure -4".

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

34. MATERIAL CHANGES AND COMMITMENTSOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:-

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

35. PREPARATION OF ANNUAL ACCOUNTS FOR FINANCIAL YEAR 2023-24:-

Pursuant to the MCA Circular regarding applicability of the Companies (Indian Accounting Standards (IND AS) Rules, 2015 the Company is required to prepare its Financial Statements for the Financial year ended 31^st March, 2024 in accordance with IND AS.

36. CHANGE IN THE NATURE OF BUSINESS:-

For sustained growth in the future, Company wants to rely on its main business of trading of Precious Metals, Stones & Jewellery. After the end of financial year Company has decided to foray in to the lab grown diamonds to speed up the growth of Company and for Focusing on higher margins and better profitability. As, Lab grown diamonds are in demand for new generations. Hence, there is no change in the nature of the business of the Company during the year under review.

37. LISTING FEES:-

The Company has paid the applicable listing fees to the Stock Exchange.

38. RISK MANAGEMENT:-

Notwithstanding the fact that the Company is outside the purview of the applicability of Risk Management Committee as per SEBI (LODR) Regulations 2015, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Board of the Company has also constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The said committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls.

The details pertaining to the composition of the Risk Management Committee are included in the Corporate Governance Report, which is a part of this report.A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.At present; there are no risks which in the opinion of the Board threaten the existence of the Company.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:-

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

40. MAINTENANCE OF COST RECORD &AUDIT:-

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

41. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:-

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

42. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets. The Company''s culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Companycontinues to remain the industry benchmark for talent retention.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

43. DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING ISPENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016:-

During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016.

44. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUION ALONG WITH THE REASON THEREOF:

During the year under review, no valuation has been executed with Bankers of the Company for one time settlement hence the question of difference between the amounts of valuation at the time of one time settlement and valuation at the time of taking loan does not arises.

45. ACKNOWLEDGEMENTS AND APPRECIATIONS:-

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and

shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good allround record performance.

By Order of the Board of Directors STARLINEPS ENTERPRISES LIMITED

SHWETKUMAR KORADIYA

Place: Surat Chairperson& Managing Director

Date: 29/08/2024 DIN: 03489858

REGISTERED OFFICE:-

Shop - F/1, 1^st floor, Athwa Ark Shopping Centre,

Opp. Yatim Khana, Athwa Gate,

Surat-395001, Gujarat, India

Mar 31, 2023

The Directors have pleasure in presenting this 12^th Annual Report together with the Audited Financial Statements for the financial year ended on 31^st March, 2023.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavors.

1. FINANCIAL PERFORMANCE:-

The Company''s financial performance during the year ended 31^st March, 2023 compared to the previous year is summarized below:

(Amount in ''00)
Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue from Operations	1,999,380.10	1,616,673.93
Other Income	46,208.05	25,622.40
Total Income	2,045,588.14	1,642,296.33
Total Expenditure	1,963,506.93	1,602,183.71
Profit/ (Loss) Before Tax & Exceptional/Extraordinary Items	82,081.21	40,112.61
Less:
Exceptional/Extraordinary items	-	-
Profit/(Loss) Before Tax	82,081.21	40,112.61
Less: Tax Expense :
- Current Tax	20,580.00	9,260.71
- Deferred Tax Liabilities/(Assets)	267.08	138.02
Net Profit/(Loss) After Tax	61,234.13	30,713.88

2. REVIEW OF OPERATIONS:-

During the year under review, the Company has posted higher Revenue from Operation of ? 1,999,380.10/- Hundreds as compared to ? 1,616,673.93/- Hundreds in the corresponding previous year. Due to higher income generation during the year under review, the Company has posted higher Net Profit after tax of ? 61,234.13/- Hundreds in the current year as compared to the Net Profit after Tax of ? 30,713.88/- Hundreds in the corresponding previous year. Your Directors are hopeful to earn rational profit in the years to come.

3. TRANSFER TO RESERVES:-

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2022-23 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

4. DIVIDEND:-

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company with a view to conserve resources for expansion of business.

Notwithstanding the fact that company does not fall under the mandatory criteria of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has voluntarily adopted Dividend Distribution Policy and the said policy is available at the following web-link: http: / / www.starlineps.com/Investors-Relations/ Code-of-

Conduct&Policies / Policies / Dividend% 20Distribution % 20Policy.pdf.

During the year under review, the unclaimed dividend pertaining to the financial year 2021-22 has been transferred to the account called "Unpaid Equity Dividend Account" as required under section 124 of the Companies Act 2013.

5. INVESTORS EDUCATION AND PROTECTION FUND:-

During the year, the Company was not liable to transfer any amount to the Investor Education and Protection Fund as required under Section 124 and 125 of the Companies Act, 2013. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31.03.2023 on the website of the Company, at web link: http:/ / www.starlineps.com/Investors-Relations/Unpaid-unclaimed-Dividend / List%20of% 20Unpaid % 20and % 20Unclaimed % 20Interim%20Dividend.pdf.

6. PUBLIC DEPOSITS:-

7. SHARE CAPITAL:-

As on 31^st March, 2023, the Issued, Subscribed & Paid up Equity Share Capital of your Company stood at ? 21,61,50,000/- (Rupees Twenty One Crore Sixty One Lakh Fifty Thousand) divided into 4,32,30,000 (Four Crore Thirty Two Lakh Thirty Thousand) Equity Shares of Rs. 5/- each.

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

8. BOARD OF DIRECTORS:-The following were the Directors on the Board at the beginning of financial year 2022-23:

i.	Mr. Shwetkumar Koradiya	Chairperson & Managing Director
ii.	Mr. Hardikbhai Patel	Whole Time Director & Chief Financial Officer
iii.	Mrs. Bhumika Jariwala	Independent Director
iv.	Mrs. Jenish Bhavsar	Independent Director
v.	Mrs. Neha Patel	Independent Director
vi.	Mr. Yashkumar Trivedi	Independent Director

During the said financial year, the following changes were occurred:

? Mrs. Bhumika Jariwala (DIN: 08841902) Independent Director of the Company resigned from the post of Directorship and Committee Membership of the Company w.e.f. 30^th September, 2022 and the same has been taken on record by Board of Directors in Board Meeting held on 31^stAugust, 2022.

? Ms. Hiral Vinodbhai Patel (DIN 09719512) has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 1^st September, 2022 in the Board Meeting held on 31^stAugust, 2022 and regularized as a Director of the Company in Independent capacity in the last AGM held on 26^th September, 2022 for a period of 5 years.

? Mr. Hardikbhai Patel (DIN: 08566796), Whole Time Director of the Company liable to retire by rotation was re-appointed in 11^th Annual General Meeting of the Company held on 26^thSeptember, 2022.

? As on 31^st March, 2023, Your Company has 6 (Six) Directors, namely,

i.	Mr. Shwetkumar Koradiya	Chairperson & Managing Director
ii.	Mr. Hardikbhai Patel -	Whole Time Director & Chief Financial Officer
iii.	Mrs. Jenish Bhavsar -	Independent Director
iv.	Mrs. Neha Patel -	Independent Director
v.	Mr. Yashkumar Trivedi -	Independent Director
vi.	Ms. Hiral Patel	Independent Director

? Director Retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shwetkumar Koradiya, Chairperson & Managing Director of the Company retires by rotation at the forthcoming 12^th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval.

? Re-appointment of Director:

The term of appointment of Mrs. Jenish Bhavsar as an Independent Director of the Company will be completed on 2^nd November, 2023. The Board of Directors at their Meeting convened on 29^th August, 2023 approves her re-appointment for a further period of next five years with effect from 3^rd November, 2023 subject to the approval of the shareholders at the ensuing Annual General Meeting.

9. KEY MANAGERIAL PERSONNEL:-

As on 31^st March, 2023, Your Company has the following Key Managerial Personnel (KMP):

(i)	Mr.Shwetkumar Koradiya -	Chairperson & Managing Director
(ii)	Mr. Hardikbhai Patel -	Whole Time Director & Chief Financial Officer
(iii) Ms. Swati Somani		Company Secretary & Compliance Officer

10. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:-

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:-

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business model etc., along with updating on various amendments in the Listing Regulations and the Companies Act, 2013.The detail of the aforementioned programme as required under Regulation 46 of the SEBI Listing Regulations is available on the company''s website web-link http: / / www.starlineps.com/Investors-Relations/ Code-of-

Conduct&Policies / Other / F amiliarisation %20Pro gram % 20for % 20Independent% 20Directors.pdf .

11. DIRECTORSâ RESPONSIBILITY STATEMENT:-

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

(a) in the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

(e) that the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year.

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

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

During the year under review, the Company has not made any investment or given any Guarantees falling within the purview of Section 186 of the Act. However, the particulars of loans granted pursuant to Section 179(3) of the Act are as under.

Sr. No.	Name of the Party	Amount as on 31.03.2023
1	VIRTUOUS COTFAB LLP	1,20,00,000/-

13. MEETINGS OF BOARD OF DIRECTORS :-

During the year under review, (5) five Board Meetings, (5) five Audit Committee Meetings, (4) four Stakeholders Relationship Committee Meetings, (4) four Nomination and Remuneration Committee Meeting and (1) one Separate Meeting of Independent Directors were held. The details of which are given in the Corporate Governance Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company.

14. MEETINGS OF MEMBERS:-

During the year under review, 11^th Annual General Meeting of the Company was held on 26^thSeptember, 2022 and no Extra Ordinary General Meeting was held during the financial year.

15. COMMITTEE MEETINGS:-

The details pertaining to the composition of the Audit Committee and other Committees and all Committee meetings held during the year 2022-23 are included in the Corporate Governance Report. During the year, all the recommendations made by the all Committees were accepted by the Board.

16. BOARD EVALUATION:-

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of Chairperson of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization''s strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

17. PREVENTION OF INSIDER TRADING:-

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

a. Conservation of Energy:

b. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

c. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is NIL.

19. ANNUAL RETURN:-

A copy of the Annual Return of the Company for the Financial year 2022-23, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company''s website. The web-link as required under the Act is as under http: / / www.starlineps.com/Investors-Relations/ Annual-

Return/Draft%20Form MGT 7 web.pdf

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

21. VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

Conduct&Policies/ Policies/Vigil%20Mechanism% 20or % 20Whistle % 20Blower % 20Policy.pdf .

22. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The salient features of the Nomination and Remuneration Policy of the Company has been disclosed in the Corporate Governance Report, which is a part of this report. The said Policy is available on the Company''s website on http:/ / www.starlineps.com/Investors-Relations/Code-of-

Conduct&Policies/ Policies / Nomination % 20& % 20Remuneration % 20Policy.pdf.

23. TOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31^st March, 2023, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

24. CORPORATE SOCIAL RESPONSIBILITY 1CSR1:-

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. None of the Directors or any Key Managerial Personnel has any material pecuniary relationships or transactions vis-a-vis the Company.

Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company''s website at web link http:/ / www.starlineps.com/Investors-Relations/Code-of-

Conduct&Policies/Policies/Policy%20on%20Related%20Party%20Transaction.pdf.

During the year, your Company has not entered into any significant material related party transactions/contracts/arrangements. Accordingly, the disclosure of related party transactions/contracts/arrangements as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required under IND AS-24 has been made in Note to the Financial Statement.

26. PARTICULARS OF EMPLOYEES:-

The details of top ten employees in terms of remuneration drawn for financial year 2022-23 are as under:

Sr. N o.	Name of Employee	Designation	^Ag^e (in years)	Salary ⁽p^er annum)	Qualifi cation	Experie nce (in years)	Date of Joining	Last Employ -ment
1	Ms. Vidhi Shah	Jewellery Designing	31	4,20,000	B.Com	3	01/09/2020	-
2	Ms. Meeta Shah	Back Office Executive	51	3,00,000	B.Com	3	01/07/2020	-
3	Ms. Swati Somani	Company Secretary & Compliance Officer	25	2,91,000	BBA, C.S.	1	25/05/2022
4	Ms. Mamta Gandhi	Accountant	55	3,60,000	B.Com	4	01/01/2022	-
5	Mr. Jinay Koradiya	Sales Executive	34	2,10,000	B.Com	6	01/10/2022	-

Note:

1. None of the employees mentioned above are related to any of the Directors of the Company.

2. All appointments are on permanent basis.

3. None of the employees mentioned above hold any of the shares of the Company along with their spouse and dependent children.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2022-23, the Company had not received any complaints and no complaints were pending as on 31^st March, 2023. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace. The policy on Sexual Harassment at Workplace is placed on the Company''s website at http: / / www.starlineps.com/Investors-Relations/ Code-of-

Conduct&Policies/Policies/Policy%20on%20Sexual% 20Harassment%20at%20Workplace.pdf.

28. STATUTORY AUDITORS'' AND REPORT:-

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

29. REPORTING OF FRAUDS:-

30. INTERNAL AUDITORS AND REPORT:-

M/s. Atit Shah & Associates, Chartered Accountants of Surat (Firm Registration No. 131493W) is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

31. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:-

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 Mr. Manish R. Patel, Company Secretary in Practice of Surat (Certificate of Practice No. 9360) to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the F.Y 2022-23 in form MR-3 is attached to this report as "Annexure-2". The report contains following qualification, reservation or adverse remarks:

Sr.

Secretarial Auditors'' Qualification, Reservation or adverse remarks

Management Justification

Pursuant to SEBI Circular No.: SEBI/HO/CFD/DCR1/ CIR/P/2018/85 dated 28th May, 2018, regarding System-driven Disclosures of Designated Depository, the Company has not submitted requisite information in time to the Designated Depository

The remark is self-explanatory and the Company will take appropriate steps for timely compliance in future.

In terms of the provisions of the Circular No CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India (SEBI), Mr. Manish R. Patel, Company Secretary in Practice of Surat (Certificate of Practice No. 9360) have issued the Annual Secretarial Compliance Report for the financial year ended 31^st March, 2023. The above said Report for financial year 2022-23 has been submitted to the stock exchanges within 60 days of the end of the said financial year and available on website of the company http:/ /www.starlineps.com/Investors-Relations/Reg24A-Annual%20Secretarial% 20Compliance/Secretarial% 20Compliance%20Report% 20for%20FY%202022 -23.pdf

32. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:-

33. CORPORATE GOVERNANCE:-

The Report on Corporate Governance for FY 2022-23 as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith and forms a part of this report" Annexure -4".

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

34. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:-

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

35. PREPARATION OF ANNUAL ACCOUNTS FOR FINANCIAL YEAR 2022-23:-

Pursuant to the MCA Circular regarding applicability of the Companies (Indian Accounting Standards (IND AS) Rules, 2015 the Company is required to prepare its Financial Statements for the Financial year ended 31^st March, 2023 in accordance with IND AS.

36. CHANGE IN THE NATURE OF BUSINESS:-

For sustained growth in the future, Company wants to rely on its main business of trading of Precious Metals, Stones & Jewellery. Hence, there is no change in the nature of the business of the Company during the year under review.

37. LISTING FEES:-

The Company has paid the applicable listing fees to the Stock Exchange till date.

38. RISK MANAGEMENT:-

Notwithstanding the fact that the Company is outside the purview of the applicability of Risk Management Committee as per SEBI (LODR) Regulations 2015, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Board of the Company has also constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The said committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls.

The details pertaining to the composition of the Risk Management Committee are included in the Corporate Governance Report, which is a part of this report. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. At present; there are no risks which in the opinion of the Board threaten the existence of the Company.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:-

40. MAINTENANCE OF COST RECORD &AUDIT:-

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

41. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:-

42. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:-

In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company, RTA or CDSL / NSDL ("Depositories").

Members may note that the Notice and Annual Report 2022-23 will also be available on the Company''s website www.starlineps.com , website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com.

43. HUMAN RESOURCES:-

44. DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016:-

During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016.

45. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUION ALONG WITH THE REASON THEREOF:

46. ACKNOWLEDGEMENTS AND APPRECIATIONS:-

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Surat.

Mar 31, 2018

To,

The Members,

The Directors are pleased to present the 7^th Annual Report of your Company together with the Audited Financial statements and Auditorsâ Report for the year ended 31^st March, 2018.

1. FINANCIAL PERFORMANCE:-

The financial performance of the Company is summarized below:

(Amount in Rs.)

Particulars	F.Y. 2017-18	F.Y. 2016-17
Revenue from Operations	24,14,90,061.00	97,85,48,806.45
Other Income	985.39	0.00
Total Income	24,14,91,046.39	97,85,48,806.45
Profit/(Loss) Before Tax & Exceptional/Extraordinary Items	38,17,370.64	12,96,340.45
Less:
Exceptional/Extraordinary items (Note-1)	(17,70,948.00)	0.00
Profit/(Loss) Before Tax	20,46,422.64	12,96,340.45
Less: Tax Expense :
- Current Tax	7,99,300.00	4,26,735.00
- Deferred Tax Liabilities/(Assets)	26,171.00	(16,594.00)
Net Profit/(Loss) After Tax	12,20,951.64	8,86,199.45

Note-1: An extraordinary item in this year represents various expenses relating to the Initial Public Offer of the Company and related thereto.

2. REVIEW OF OPERATIONS:-

The Total Income of your Company for the current year was decreased to Rs. 24,14,91,046.39/- as against Total Income of Rs. 97,85,48,806.45/- of the previous year. However, the Companyâs Net Profit After Tax has been increased to Rs. 12,20,951.64/- for the current year as against the Net Profit After Tax of Rs. 8,86,199.45/- of the previous year.

3. TRANSFER TO RESERVES:-

During the year under review, your Directors have not proposed to transfer any amount to Reserves.

4. DIVIDEND:-

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company.

5. DEPOSITS:-

During the year under review, your Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

6. BOARD OF DIRECTORS:-

Mr. Shwet Koradiya (DIN: 03489858), Mr. Brijeshkumar Mali (DIN: 07385024), Mr. Paresh Lathiya (DIN: 07551263) and Mrs. Shweta Gandhi (DIN: 07378981) were the Directors on the Board at the beginning of financial year. However, the following changes were occurred till the date of approval of Directorsâ Report of the Company:

- Mr. Shwet Koradiya (DIN: 03489858), Director of the Company liable to retire by rotation has been reappointed in 6^th Annual General Meeting of the Company held on 9^th September, 2017.

- Mrs. Shweta Gandhi (DIN: 07378981) Independent Director of the Company had resigned from the post of Directorship of the Company w.e.f. 14^th November, 2017 and the same has been accepted by Board of Directors in Board Meeting held on 14^th November, 2017.

- Mrs. Niki Doshi has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 15^th November, 2017 in the Board Meeting held on 14^th November, 2017 who hold office upto the date of 7^th AGM as an Additional Director. The Company has received a notice from Shareholder in terms of Section 160 of the Act signifying his intention to propose the appointment of Mrs. Niki Doshi as an Independent Director w.e.f. 15^th November, 2017.

- As on 31^st March, 2018, Your Company has 4 (Four) Directors, namely,

Mr. Shwet Koradiya - Chairman and Managing Director

Mr. Brijeshkumar Mali - Independent Director

Mr. Paresh Lathiya - Independent Director

Mrs. Niki Doshi - Additional Independent Director

- As per the provisions of the Companies act, 2013, Mr. Shwet Koradiya, Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

7. KEY MANAGERIAL PERSONNEL :-

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

(i) Mr. Shwet Koradiya - Chairman & Managing Director

(ii) Mr. Shreykumar Sheth # - Chief Financial Officer (CFO)

(iii) Mr. Shyam Kapadia * - Company Secretary & Compliance Officer

- Mr. Bhavin Chandura has resigned from the post of CFO of the Company w.e.f. 31^st May, 2017.

- Mr. Ankitkumar Tank has resigned from the post of Company Secretary & Compliance Officer of

the Company w.e.f. 14^th November, 2017.

- Mr. Shreykumar Sheth has been appointed as CFO of the Company w.e.f. 1^st June, 2017.

- Mr. Shyam Kapadia has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 14^th May, 2018.

8. DECLARATION FROM INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME THEREON:-

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The details of the aforementioned programme is available on the Companyâs website at http://www.puregiftcarat.com/document/Familiarization%20Program%20for%20Independent%20Direct ors.pdf

9. DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March, 2018 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for 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;

(iv) the annual accounts have been prepared on a âgoing concernâ basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively;

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

10. INITIAL PUBLIC OFFER (IPO):-

During the Financial year under review, your Company has come up with Initial Public Offering (IPO) of 57.30.000 Equity Shares of face value of Rs. 10/- at a price of Rs. 13/- per share aggregating to Rs. 744.90/- Lakhs by the way of Fixed Price Issue Process. Your Company has received an overwhelming response from the Investors. The Issue was opened from 26^th April, 2017 to 28^th April, 2017 and oversubscribed by 0.22 times. The allotment was made on 4^th May, 2017. Due to listing of Equity Shares on the SME Platform of BSE Limited on 8^th May, 2017, the Paid up Share capital of the company has been increased from Rs.15,88,50,000/- to Rs. 21,61,50,000/-.

The trading of Equity Shares of the Company commenced on BSE Limited on 8^th May, 2017. The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have reposed in your Company.

11. SHARE CAPITAL:-

During the year under review, your Company has increased its issued, subscribed & paid up Equity Share Capital from Rs. 15,88,50,000/- (Rupees Fifteen Crore Eighty Eight Lakh Fifty Thousand) divided into 1.58.85.000 (One Crore Fifty Eight Lakh Eighty Five Thousand) Equity Shares of Rs. 10/- each to Rs. 21,61,50,000/- (Rupees Twenty One Crore Sixty One Lakh Fifty Thousand) divided into 2,16,15,000 (Two Crore Sixteen Lakh Fifteen Thousand) Equity Shares of Rs. 10/- due to Initial Public offer.

12. USE OF PROCEEDS:-

The proceeds of the funds raised under IPO by the Company are being utilized as per the Objects of the Issue. The disclosure in compliance with the Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âthe Listing Regulationsâ) is as under:

Sr. No.	Particulars	Projected utilization of IPO proceeds as per the Objects of Prospectus (Rs. In Lakhs)	Actual utilization of IPO proceeds upto 31^st March, 2018 (Rs. In Lakhs)	Variation (if any) (Rs. In Lakhs)
1	Working Capital Requirements	535.00	716.95	181.95
2.	General Corporate Purpose	185.90	3.21	-182.69
3.	IPO issue Expenses	24.00	24.74	0.74
	Total	744.90	744.90	0.00

There is no deviation in the use of proceeds from the object stated in the offer documents. Actual General Corporate purpose expenses incurred Rs. 3.21 Lakh and Balance is used for Working Capital Requirement and to meet IPO issue expenses.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

During the year under review, no loans or guarantees have been given to any person or body corporate directly or indirectly and no investments have been made by the Company under Section 186 of the Companies Act, 2013.

14. MEETINGS OF BOARD OF DIRECTORS :-

During the year, 6 (Six) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report, forming part of Annual Report. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company.

15. MEETINGS OF MEMBERS:-

During the year under review, 6^th Annual General Meeting of the Company was held on 9^th September, 2017. No Extra Ordinary General Meeting was held during the financial year.

16. AUDIT COMMITTEE:-

The details pertaining to the constitution and composition of the Audit Committee are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

17. BOARD EVALUATION:-

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

a. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there are no extra steps taken for energy saving. However, the Company is using electricity in office and Regular steps have been taken to improve energy consumption by using LED lights in office premises. Further, during the year, your Company has not made any capital investment on energy conservation equipment. Your Company is using Electricity as source of energy only.

b. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

c. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is NIL.

19. EXTRACT OF ANNUAL RETURN:-

Pursuant to Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is attached to this report as âAnnexure-1â. The same is being made available on the Companyâs website www .pure giftcarat.com.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

21. POLICY:-

- VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companyâs code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employeeâs reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companyâs website www.puregiftcarat.com.

- REMUNERATION POLICY:-

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. More details have been disclosed in the Corporate Governance Report. The Remuneration Policy has been uploaded on the Companyâs website www .pure giftcarat.com.

22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31^st March, 2018, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

23. CORPORATE SOCIAL RESPONSIBILITY [CSR]:-

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

24. RELATED PARTY TRANSACTIONS:-

During the year under review, there was no related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated person. Accordingly, there are no transactions that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013.

A policy on the related party transitions was framed and approved by the Board of Directors of the Company and posted on the Companyâs website www.puregiftcarat.com.

25. PARTICULARS OF EMPLOYEES:-

Information on particulars of employeesâ remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be NIL as there are no employees who are in receipt of remuneration above the prescribed limit.

26. RATIO OF DIRECTORSâ REMUNERATION TO MEDIAN EMPLOYEESâ REMUNERATION AND OTHER DISCLOSURES:-

The table containing the names and other particulars of ratio of Directorsâ Remuneration to Median Employeesâ Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as âAnnexure-2â.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee/s at the workplace.

28. STATUTORY AUDITORSâ AND REPORT:-

M/s. Kansariwala & Chevli, Chartered Accountants, Surat (Firm Registration No. 123689W) were appointed as Statutory Auditors of the Company at the 5^th Annual General Meeting held on 30^th September, 2016 to hold office until the conclusion of the 10^th Annual General Meeting to be held in the year 2021, subject to ratification at every intervening Annual General Meeting of the Company.

However, vide notification dated 7^th May, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of Statutory Auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 7^th AGM.

The Auditorsâ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments .The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

29. SECRETARIAL AUDIT:-

During the year, your Company has listed its Equity Shares on SME Platform of the BSE Limited. Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Manish R. Patel, Company Secretary in Practice, Surat as Secretarial Auditor to undertake the secretarial audit of the Company for the F.Y. 2017-18. The Secretarial Audit Report in form MR-3 is attached to this report as âAnnexure-3â. The report does not contain any qualifications, reservation or adverse remarks.

30. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:-

The Managementâs Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companyâs strategy and its ability to create and sustain value to your Companyâs key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managementâs Discussion and Analysis Report capturing your Companyâs performance, industry trends and other material changes with respect to your Company is attached to this report as âAnnexure - 4â.

31. CORPORATE GOVERNANCE:-

The members may please note that the provisions relating to Corporate Governance i.e. Regulation 27 and Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of Corporate Governance.

Accordingly, a voluntary disclosure on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as âAnnexure - 5â.

As such the Members may note that any omission of any Corporate Governance provisions shall not be construed as non compliance of the above mentioned regulations.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:-

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

33. CHANGE IN THE NATURE OF BUSINESS:-

34. LISTING FEES:-

The Equity Shares of the Company are listed on SME Platform of BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2018-19.

35. REGISTRAR AND SHARE TRANSFER AGENT:

Your Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent and executed post IPO agreement between Company and Bigshare Services Private Limited on 9^th May, 2017. Further, Bigshare Services Private Limited has shifted its Corporate Office at new premises situated at â1^st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai-400059, Maharashtraâ w.e.f. 27^th June, 2017.

36. RISK MANAGEMENT:-

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-

38. MAINTENANCE OF COST RECORDS & AUDIT:-

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

39. SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMITS OF THE CITY:-

The Board of Directors in its Board Meeting held on 14^th May, 2018 has approved to shift the Registered Office of the Company within Local Limits of the City from âPlot-828/829, 3^rd Floor, Office-3, Shree Kuberji Complex, Athugar Street, Nanpura Main Road, Surat-395001, Gujaratâ to âM-40, Second Floor, VIP Plaza, Near Shyam Temple, Vesu, Surat-395007, Gujaratâ w.e.f. 1^st June, 2018.

40. SECRETARIAL STANDARDS COMPLIANCE:-

41. HUMAN RESOURCES:-

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

42. ACKNOWLEDGEMENT:-

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, auditors, consultants, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. The Directors appreciate and value the contribution made by every members of the company.

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companyâs resources for sustainable and profitable growth.

By Order of the Board of Directors

PURE GIFTCARAT LIMITED

Place: Surat SHWET KORADIYA

Date: 21/08/2018 Chairman & Managing Director

DIN: 03489858

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