Your Directors are pleased to present the Thirtieth Annual Report together with Audited Financial Statements (Standalone and Consolidated) for the Financial year ended March 31,2024.

Financial Results

(Rs. in lakhs)

Financial Performance of the Company

The year gone by was one of the most challenging year for the global economy. Economies across the globe are grappled with challenges - supply chain disruption, rising inflation, restrictive monetary policies by the central banks, unwinding of surplus liquidity in the US and Europe resulting in tighter budgets and dent in consumer confidence, reopening of China is also taking longer than expected, Geo political issues due to ongoing Russia - Ukraine conflict and development of Israel - Gaza tension.

The Gem and Jewellery industry also was affected by the above factors. The demand slowed down with dent in consumer spending power and sentiment. As per GJECPC, the export of cut & polished diamonds fell by 27.58 % to $15.97 billion from $ 22.05 billion during the same period & that of studded gold jewelry declined by 17.48% to $4.43 billion from $ 5.37 billion.

During these difficult times Asian Star has achieved a turnover of Rs. 269834.36 lakh on standalone basis during FY 2023-24 with a decline of 21.26% over that of corresponding period of FY 2022-23. Company's consolidated revenue was at Rs.352329.59 lakh during the year against that of Rs.447825.15 lakh with a decline of 21.32%. Standalone EBIDTA margins improved to 3.73% from 3.37 % last year with EBIDTA at Rs.10073.02 lakh. Standalone PBT improved to Rs. 8448.68 lakh vs 7867.20 lakh whereas consolidated PBT was at Rs. 9710.54 lakh against that of Rs.10481.43 lakh during FY 2022-23. Amidst the backdrop of overall economic scenario, the performance of the Company was satisfactory.

Dividend

The Directors are pleased to recommend a final dividend on equity shares at the rate of 15% (i.e. Rs. 1.50 per Equity Share of Rs. 10/-each) which will be Rs. 240.10 Lakhs subject to the approval of the members at the ensuing Annual General Meeting would be paid to members whose name appears in the Register of Members as on the Book Closure date.

Pursuant to Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1^st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961. The Dividend Distribution policy for your company is available on the website of your Company, weblink of which is given below: https://www.asianstargroup.com/wp content/themes/appwaychild/pdfs/cg/2320Dividend%20Distribution%20Policy.pdf

Transfer to Reserves

During FY 2023-24, the Board of your Company has not recommended transfer of any amount to reserves and has decided to retain the entire amount of profits for Financial Year 2023-24 in the profit and loss account.

Deposits, Loans, Advances and Other Transactions

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date. There are no deposits that have been accepted by the Company that are not in compliance with the requirements of Chapter V of the Act. Your Company has not given any loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Schedule V of the SEBI LODR. Further, in terms of Regulation 34(3) read with Schedule V of the SEBI LODR, details of the transactions of the Company, with the promoter(s)and related parties as on 31^stMarch, 2024, in the format prescribed in the relevant accounting standards for annual results, are given in Note no. 32 to the standalone financial statement.

Share Capital

During the year, there has been no change in authorized share capital of the company. The Issued, Subscribed and Paid-up equity share capital of the company was Rs. 16,00,68,000/- divided into 16006800 equity shares of Rs. 10/- each of the Company as at 31^st March, 2024.

Credit Rating

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Subsidiaries, Associates and Joint Ventures

As on 31^st March, 2024, the Company has 3 wholly owned subsidiaries, one Joint Venture and one associate. A report on the performance and financial position of each of the subsidiaries, joint venture and associate has been provided in Form AOC-1 as per Section 129(3) is attached as Annexure A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements including consolidated financial statements along with relevant documents and separate audited financial statements of subsidiaries are available on the website of the Company at www.asianstargroup.com.

Performance of Subsidiary Companies Asian Star DMCC

Asian Star DMCC carries out trading in diamonds catering mainly to UAE market. The Gross Revenue of the Company for F.Y 2023-24 is US $ 116,091,654 as compared to US $ 169,734,723(Previous Year). Profit for the year is US $ 1,575,330 as compared to US $ 2,978,794(Previous Year).

Asian Star Company Limited (USA)

Asian Star Company Limited (USA) is in the business of diamond trading and caters to the USA market. Gross Revenue of the company stood at US $ 22,872,221 for the year as compared to US $ 25,052,813(Previous Year). Net Profit / (Loss) after tax for the year is US $ 141,200 as compared to US $ 105,461(Previous Year).

Asian Star Trading (Hong Kong) Limited

Asian Star Trading (Hong Kong) Limited is engaged in trading of diamonds. Gross Revenue of the Company stood at US $ 572,466 as compared to US $ 313,808 (Previous Year). Profit after tax is US $ 57,821 as compared to US $ 29,061 (Previous Year).

Associates

Shah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis. Gross Operating revenue for Current year is Rs. 4,484.87 lakhs as compared to Rs. 4,352.92 lakhs (Previous Year). Profit after tax Rs. 38.04 lakhs as compared to Rs. 35.26 lakhs (Previous year).

Joint Venture Ratnanjali Infra LLP

Ratnanjali Infra LLP is engaged in construction of commercial and residential complexes in Ahmedabad, Gujarat.

There has been no change in the nature of business of the subsidiaries, Joint Venture and associate Company.

None of the subsidiaries, JV and associates company ceases to be subsidiaries, Joint venture and associate company of our company during the financial year 2023-24.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual Report.

Corporate Governance Report

Your Company has always been devoted to adopting and adhering to the best Corporate Governance practices. The Company understands and respects its fiduciary role and responsibility towards stakeholders and society at large and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders.

The Corporate Governance, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate of compliance form Statutory Auditor of the Company V. A. Parikh & Associates LLP, Chartered Accountant regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Business Responsibility & Sustainability Report (BRSR)

The Securities and Exchange Board of India ('SEBI'), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report ('BRSR'). Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY2023-24 onwards.

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company's performance on Environment, Social and Governance parameters for FY2023-24, is part of this Integrated Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environment land economic responsibilities of business as framed by the MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2024 and the date of this Report, other than those disclosed in this Report.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2024, is available on the website of the Company at www.asianstargroup.com

Unclaimed Dividend and Shares

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by Central Government of India after the completion of seven years. According, unclaimed dividend of shareholders for the Financial Year 2016-17 lying in the unclaimed dividend account of the Company as on November 5, 2024 will be transferred to IEPF on the due date.

Further details of unclaimed dividend and shares transferred to IEPF during Financial Year 2023-24 are as follow:

The Company has sent individual communication to the concerned shareholders whose dividend remained unclaimed and whose shares were liable to be transferred to the IEPF and have published newspaper communication also.

Directors and Key Managerial Personnel

A. Key Managerial Personnel:

The following are Key Managerial Personnel of the Company: -

1. Mr. Arvind T. Shah: Chairman, CFO & Whole-time Director

2. Mr. Vipul P. Shah: Chief Executive Officer and Managing Director

3. Ms. Pujadevi R. Chaurasia : Company Secretary & Compliance Officer

B. Re-Appointment:

Pursuant to Section 152 of the Companies Act, 2013 and Article 153(a)of the Articles of Association of the Company, Mr. Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704), Non-Executive Non- Independent Director retires by rotation at the 30^thAnnual General Meeting of the Company and being eligible has offered themselves for reappointment. The Board has recommended their re-appointment at the forthcoming Annual General Meeting as a NonExecutive Non-Independent Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704) in terms of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting, are provided in the Corporate Governance Report forming part of the Annual Report. Both these Directors are related to each other. Both the abovementioned Directors are not disqualified from being re-appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.

C. Appointment:

During the FY 2023-24, Mr. Kartikeya Desai was appointed as an Additional Director (Independent Non Executive) w.e.f February 06, 2024.

There is no resignation of any Key Managerial Personnel or Directors recorded during the year 2023-24.

D. Board Independence:

Our definition of 'Independence' of Directors is derived from SEBI(LODR) Regulations and Section 149(6) of the Companies Act, 2013.

The following Non -Executive Directors are Independent: -

D. Declaration by Independent Director(s)

All Independent Directors of the Company have given declarations 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 SEBI(LODR) Regulations, 2015. Further, all necessary declarations with respect to independence have been received from all the Independent Directors and also received the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.

The Independent Directors under Regulation 25(8) of the Listing Regulations have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year are mentioned below:

1. Appointment of Mr. Kartikeya Desai (DIN: 06676124) as an Independent Director w.e.f February 06,2024

Having more than 25 years of practice in legal field, Kartikeya Desai has been acting as the head of the Firm and is its Designated Partner. His focus of practice is in the area of legal matters related to Construction and Real Estate, Intellectual Property Rights and Commercial Transactions. He has represented a vast range of clients including Private, Corporate, Media Houses and Real Estate Developers. On the non-contentious side, he advises on the real estate, finance and IPR aspects and also on the corporate transactions such as Mergers and Acquisitions, Joint Ventures, Foreign Investment and Floatation. Mr. Desai has been advising Companies, Financial Institutions and Real Estate Developers in acquiring large immovable property by taking the benefits of the recent policies of the Central and State Government.

2. Appointment of Mr. Navtej Hazara Singh (DIN: 07666197) as an Independent Director w.e.f May 17, 2024

Mr. Navtej Hazara Singh, during his long banking career spanning over 36 years, has handled various important assignments in Bank of Baroda. His qualification is M.SC., C.A.I.I.B., Certificate in Oracle, Master Diploma in Training & Development. He worked for 2 decades as Branch Head of several branches of various sizes and in different geographies across the globe. Thereafter, he took up higher roles of Dy. Regional Manager, Regional Heads, Corporate Business Transactions Head, Zonal Head and finally Territory Head in the bank as General Manager Chief-Coordination. He was a nominated member on the Board of BoB Financial Solutions Ltd. (now BOBCARD Ltd.) and took up the role of Advisor to Bank of Baroda post superannuation. His areas of expertise are Credit, Banking and Finance, Change Management, Negotiations & Conflict Resolution and Human Capital Development. He has been Advisor to leading Corporates engaged in various sectors, Independent Director and associated with Tata group companies.

3. Appointment of Mr. Kunal Sunil Todarwal (DIN: 08355866) as an Independent Director w.e.f May 17, 2024

Mr. Kunal Todarwal is a fellow member of the Institute of Chartered Accountants of India and has been practicing since 2011. He has handled various assignments in India & abroad during his professional career, which include Statutory Audits, Direct and Indirect Taxation matters, Internal Audits, Due Diligence & various types of Management Assurance Services. Kunal Todarwal is a member of Bombay Chartered Accountants Society.

He has gained lot of experience and is highly accomplished in the profession of Chartered Accountancy. He is a consultant to several large Corporations. Mr. Kunal Todarwal has helped several corporations by identifying their weaknesses and finding solutions for the same.

4. Reappointment of Mr. Jayantilal Parmar (07440353) as an Independent Director w.e.f. from November 13, 2024.

Mr. Jayantilal Dudhabhai Parmar is B. Com, CAIIB and Postgraduate in Industrial Relations & Personnel Management. He has rich experience in the field of International Business and Credit & Banking Operations. He has work experience of approximately 40 years with Bank of Baroda. He has worked across countries like India (Gujarat, Rajasthan, Madhya Pradesh, Chhattisgarh, Mumbai), Uganda (Kampala) and USA (New York).

Board Meetings

During the year, five (5) Board Meetings were convened and held, the details of which are given in the "Report on Corporate Governance", a part of this Annual Report.

Policy on Board Diversity and Director's Appointment and Remuneration Policy

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The current policy of the board is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on date the Board comprises of 14 members, 3 of whom are Executive Directors, 2 are Non-Executive and Non-Independent Directors and 9 Independent Directors. Further as on date 4 independent director have retired from the position w.e.f May 20, 2024 and 2 Independent Director have been appointed w.e.f. May 17, 2024 as an Additional Director (Independent director). As per regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has one Independent Women Director on its board.

The policy of the Company on director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) Section 178 of the Companies Act, 2013, is available on our website at https://www.asianstargroup.com/corporate-governance.aspx

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Committees of the Board

There are currently Seven Committees of the Board, as follows:

• Audit Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee.

• Risk Management Committee

• Finance Committee

• Corporate Governance Committee

Details of mandatory Committees along with their terms of reference, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

Annual Evaluation of the performance of the Board, Committees and of Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually (including Independent Directors) as well as the evaluation of the working of its Committees. The Independent Directors in their Meeting have evaluated the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Board. The criteria of evaluation are described in the 'Report on Corporate Governance, a part of this Annual Report.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation process for the Board, its Committees and Directors. The evaluation of all the Directors, Committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process have been explained in the Corporate Governance Report.

Familiarisation Programme of Independent Directors

All new Independent Directors inducted into the Board attend an orientation program known as Familiarisation Programme, which is for every new Independent Director of the Board to familiarise themselves with the strategy, operations and functions of our Company. The Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. In addition, the Company also keeps the Independent Directors, updated on the events and developments in the industry and business environment.

Corporate Social Responsibility (CSR)

Company has a CSR Policy emphasising its focus on community development projects, prioritizing local needs in the area of education, health, livelihood and environment, for ensuring long term sustainable benefits. Detailed policy is available on website of your Company www.asianstargroup.com CSR programs or projects to be undertaken by the Company in terms of this Policy, shall relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time. The CSR Committee mentioned below (pre and post retirement of the director)

*Mr. Milind H. Gandhi, independent directors of the Company retired w.e.f May 20, 2024.

Details of meetings held during the year, are provided in detail in the "Report on Corporate Governance", a part of this Annual Report.

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of promotion of education, medical aid, eradicating hunger and malnutrition, promoting special education, promoting education facilities for tribal children and rural development projects etc. The contributions in this regard have been made to various registered trust which are undertaking these schemes.

The Report on CSR activities is annexed herewith as Annexure B.

Risk Management Committee:

In compliance with Regulation 21 of Listing Regulations, a Risk Management Committee has been constituted by the Board. Risk Management Committee has been entrusted with roles and powers which includes:

a) Review and approval of Risk Management Plan

b) Review progress on the Risk Management Plan

c) Propose methodology on risk classification and measurement.

The Company has laid out a Risk Management Plan for identification and mitigation of risks. The Risk Management Committee of the Board provides reasonable oversight of the risks.

The Risk Management Committee was constituted as per SEBI(LODR) (Second Amendment), Regulations, 2021, the composition of the same is as follow:

Details of meetings held during the year, are provided in detail in the "Report on Corporate Governance", a part of this Annual Report.

Particulars of Employees and Remuneration

The table containing the names and other particulars of employees 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 appended as Annexure C to the Board's report.

Other information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Auditors

a. Statutory Auditors

The members at the Annual General Meeting held on September 30, 2022 had appointed M/s. V.A. Parikh & Associates, Chartered Accountants (Firm Registration No. 112787W/W100073) as the Statutory Auditors for five consecutive years from the conclusion of 28^th Annual General Meeting till the conclusion of the 33^rdAnnual General Meeting of the Company. The Statutory Auditors have confirmed their independent status.

The notes of the financial statements referred to in the Auditors' Report issued by M/s. V.A. Parikh & Associates, Chartered Accountants, Mumbai for the financial year ended on 31^stMarch, 2024 are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of your Company at its meeting held on May 17, 2024 has appointed M/s V. L. Tikmani and Associates having Firm Registration No. 132583W, to undertake the Internal Audit of the Company for the year ended March 31,2024.

c. Secretarial Auditors

Pursuant to provision of section 204 of the Companies Act, 2013 and rules made thereunder, the board has appointed M/s Yogesh D. Dabholkar & Co., Practicing Company Secretaries (C.P. No. 6752) to undertake the Secretarial Audit of the Company for the year ended March 31,2024. The Secretarial Audit Report is annexed as Annexure D and forms an integral part of this Report.

d. Cost Audit

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act.

e. Reporting of Frauds by Auditors

None of the Auditors of the Company have identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

All Related Party Transactions entered into during the financial year were on an arm's length basis and in the ordinary course of business. There is no material significant related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The "Policy on materiality of and on dealing with related party transactions" (as amended) as approved by the Board may be accessed on the Company's website at www.asianstargroup.com.

The Directors draw attention of the members to note no. 32 to the standalone financial statement which sets out related party disclosures.

Details of significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and Company's operations in future

No significant material order has been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

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

Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company's windmills are located at Pallakad, Kerala.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company's windmills are located in the state of Maharashtra and Kerala. During the year 2023-24, the Company has generated 58.50 lakhs kwh resulting in the sales of Rs. 181 lakhs.

Technology Absorption

The Directors are in constant touch with ongoing research in the world to upgrade and absorb improved technology for better line of products and to yield better quality, cost reduction and worldwide acceptability of its range of products.

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,50,184.11 lakhs in foreign exchange by way of exports and dividend and has spent Rs. 148,800.03 lakhs in foreign exchange, for the import of raw materials, machinery & consumables, foreign travel, repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure E to this Report.

Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2) 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 and of the profits of the Company for that period.

3) 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.

4) They have prepared the annual accounts on a 'Going Concern' basis.

5) 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, and

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

Internal Financial Controls

The Company has in place adequate internal financial control with reference to the Financial Statements. The Audit Committee of the Board reviews the internal control systems including internal financial control system, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.

Risk Management

The Company operates in conditions where economic, financial and other risks are inherent to its businesses. To overcome this and as per the requirement of the applicable provisions of the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges), Board has formed a Risk Management Policy to regulate the plan for the key risks faced by the Company. The Company has developed a very comprehensive Risk Management Policy under which all key risks are identified and controlled. The same is reviewed periodically by senior management and also by the Board.

The provisions of Regulation 21 of SEBI LODR became applicable and therefore, the Board of your Company at its meeting held on 14^th May, 2021 has constituted the Risk Management Committee consisting of Mr. Vipul P. Shah, CEO & Managing Director, Mr. Rahil V. Shah, Wholetime Director and Mr. Jayantilal D. Parmar, Independent Director. The role of the committee interalia, includes, formulation, overseeing and implementation of Risk Management policy, Business Continuity Plan, and to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

Listing

The Equity Shares of the Company are listed on BSE Limited. The Company has paid listing fees for the year 2023-24.

Documents placed on the website:

The following documents have been placed on the website: www.asianstargroup.com in compliance with the Act:

1) Code of Conduct for Board of Directors and Senior Management

2) Terms & Conditions of Appointment of Independent Directors

3) Familiarization Program for Independent Directors

4) Whistle Blower Policy

5) Policy on Related Party Transactions

6) Investors Contact

7) Nomination & Remuneration policy

8) Corporate Social Responsibility Policy

9) Composition of Board & Committees

10) Board Diversity Policy

11) Criteria for Making Payments to Non-Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) Policy for Determining Material Subsidiaries

14) Policy on Preservation of Documents and Archival Policy

15) Code for Fair Disclosure of UPSI

16) Policy on Material Related Party Transaction

17) Policy on prohibition of Insider Trading

18) Dividend Distribution policy

19) Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director

Special Business

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Complaints Committee has been set up to redress complaint, if any received regarding sexual harassment.

During the financial year, 2023-24, the Company has not received any complaint on sexual harassment.

Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy, wherein the employees can approach the Chairman of Audit Committee and make protective disclosure about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy, as approved by the Board, and has also been posted on the Company's website at www.asianstargroup.com.

Other Disclosures

• The Company has not initiated any proceedings nor any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• Directors state that no disclosure or reporting is required with respect to the following items as there were no instances related to these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares.

• Provision of money for purchase of its shares by employees or by trustees for the benefit of the employees.

• The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons there of, is not applicable.

Cautionary Statement

This report contains forward-looking statements which may be identified by their use of words like 'plans', 'expects' 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company's strategy for growth, product development, market position, expenditures and financial results, are forward - looking statements. Forward - looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized.

The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward -looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

Appreciation

The Board of Directors appreciate the commitment and devotion by the employees at all levels to continued growth and prosperity of your company and its subsidiaries.

Your directors also wish to record their appreciation to shareholders, suppliers, dealers, bankers, consumers and financial institution for their continued support.

Registered Office: For and on behalf of the Board

114-C, Mittal Court, Asian Star Company Limited

Nariman Point,

Mumbai - 400 021.

Arvind T. Shah

Place : Mumbai Chairman, CFO &Whole Time Director

Date: May 17, 2024 DIN:00004720