Asian Star Company Ltd Directors Report

Financial Results

(Rs. in lakhs)

Financial Performance of the Company

Dividend

Transfer to Reserves

During FY 2024-25, 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 2024-25 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. 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 31stMarch, 2025, 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 1,60,06,800 equity shares of Rs. 10/- each of the Company as at 31st March, 2025.

Credit Rating

The Companys 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 31st March, 2025, the Company has 3 wholly owned subsidiaries, one associate and one joint venture. 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. There has been no material change in the business of the subsidiaries.

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 2024-25 is US $ 97,660,233 as compared to US $ 116,091,654 (Previous Year). Profit for the year is US $ 873,783 as compared to US $ 1,575,330 (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 $ 16,792,386 for the year as compared to US $ 22,872,221 (Previous Year). Net Profit / (Loss) after tax for the year is US $ 63,962 as compared to US $ 141,200 (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 $ 4,68,753 as compared to US $ 5,72,466 (Previous Year). Profit after tax is US $ 23,804 as compared to US $ 57,821 (Previous Year).

Associates

Shah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis. Gross Operating revenue for Current year is Rs. 3,916.68 lakhs as compared to Rs. 4,484.87 lakhs (Previous Year). Profit after tax Rs. (169.20) Lakhs as compared to Rs. 38.03 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 2024-25.

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 FY 2022-23 onwards.

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for FY2024-25, 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 31,2025 and the date of this Report, other than those disclosed in this Report.

Annual Return

Unclaimed Dividend and Shares

Directors and Key Managerial Personnel

A. Key Managerial Personnel:

B. Re-Appointment:

C. Appointment:

D. Board Independence:

E. Declaration by Independent Director(s)

1. Appointment of Mr. Pattanayak Bijayananda (DIN: 10715427) as an Independent Director w.e.f August 13, 2024

2. Appointment of Mrs. Trapti Mehta (DIN: 06441209) as an Independent Director w.e.f March 29, 2025

Board Meetings

Details of resolutions passed through postal ballot

Policy on Board Diversity and Directors Appointment and Remuneration Policy

Committees of the Board

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

Familiarisation Programme of Independent Directors

Corporate Social Responsibility (CSR)

Risk Management Committee:

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 Boards 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 LLP, Chartered Accountants (Firm Registration No. 112787W/W100073) as the Statutory Auditors for five consecutive years from the conclusion of 28th Annual General Meeting till the conclusion of the 33rdAnnual 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 LLP, Chartered Accountants, Mumbai for the financial year ended on 31stMarch, 2025 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation oradverse remark.

b. InternalAuditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2016, the Board of Directors of your Company at its meeting held on February 16, 2025 has appointed M/s V. L. Tikmani and Associates having Firm Registration No. 132583W, to undertake the Internal Audit of the Company fortheyearended March 31,2025.

c. SecretarialAuditors

In compliance with Regulation 26A of the SEBI Listing Regulations and Section 206 of the Act, the Board at its meeting held on May 30,2025, based on recommendation of the Audit Committee, has approved the appointment of M/s Yogesh D. Dabholkar & Co., Practising Company Secretaries, a peer reviewed firm (Unique Registration NoS2005MH081300) (C.P. No. 6752) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

d. Cost Audit

The Company is not required to maintain cost records as persub-section(l) of Section 168 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 163(12] oftheAct

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 PartyTransactions

All Related Party Transactions entered into during the financial year were on an arms 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.

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

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

Wind Energy

Technology Absorption

Foreign Exchange Earnings and Outgo

Directors Responsibility Statement

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 Auditorsand 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 forthe 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 forthe year 2024-25.

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 PartyTransactions

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) PolicyforDetermining MaterialSubsidiaries

14) Policy on Preservation of Documents and Archival Policy

15) CodeforFairDisclosureof UPSI

16) Policy on Material Related Party Transaction

17) Policy on prohibition of InsiderTrading

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.

Yourattention 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 thefinancialyear, 2024-25, 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 underthelnsolvencyandBankruptcyCode,2016,asamended,beforeNationalCompanyLawTribunalor 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 Companys 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 Companys website atwww.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 theyear 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 forthe 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 companys 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 orwill be realized.

The Companys 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 yourcompanyand its subsidiaries.

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