Asian Star Company Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Thirty Second Annual Report together with Audited Financial Statements (Standalone and Consolidated) for the Financial year ended March 31,2026.

Financial Results

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from operations	2,20,573.64	2,33,637.22	2,88,200.51	2,95,575.22
Add: Other Income	2,296.39	2,176.95	2,136.82	2,051.59
Total Revenue	2,22,870.03	2,35,814.67	2,90,337.33	2,97,626.81
Less: Total Expenditure	2,15,278.58	2,26,351.73	2,81,819.06	2,87,484.18
Operating Profit (PBDIT)	7,591.45	9,462.94	8,518.27	10,142.63
Less: Interest and Depreciation	3,447.82	4,167.83	3,502.51	4,472.07
Profit before Exceptional Items and Tax	4,143.63	5,295.11	4,997.76	5,670.56
Exceptional Items - Income / (Loss)	-	(257.40)	-	(257.40)
Profit before tax	4,143.63	5,037.71	4,997.76	5,413.16
Provision for Tax	981.25	1,612.22	1,022.43	1,712.69
Provision for Deferred Tax	(72.26)	(449.31)	(72.25)	(449.30)
Less / (add): Minority Interest in Profit	-	-	5.12	(169.20)
Profit after Tax	3,234.64	3,874.80	4,042.46	4,318.97
Other Comprehensive Income /(Loss)	(83.09)	(14.23)	(106.50)	(109.84)
Total Comprehensive Income	3,151.55	3,860.57	3,935.96	4,209.13

Financial Performance of the Company

FY 2025-26 presented a demanding operating environment for the Industry, characterised by geopolitical issues, tariff-related uncertainty, elevated precious metal prices, and uneven demand across key markets. Against this backdrop, the Company maintained a stable operating base, supported by a stronger export contribution and continued momentum in the jewellery division.

Consolidated turnover for the year stood at Rs. 2,882.01 crore, compared to Rs. 2,955.75 crore in FY 2024-25, reflecting a measured decline of 2.5%. Standalone turnover was Rs. 2205.74 crore against that of 2336.37 crore with a decline of 5.60%. Profitability moderated during the year, consistent with margin pressure and a softer operating environment in diamonds.

While revenue and profitability reflected the weight of the operating environment, the Company remained focused on disciplined cost management, prudent inventory control and selective business execution throughout the year. The sustained growth in jewellery, a higher export contribution and a consistent emphasis on operational discipline provide a sound foundation for the Company to move forward through an evolving industry cycle.

Dividend

Based on the companys performance, the Board recommended 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. 1st 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, 2025. 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 2025-26, 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 2025-26 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, entered with the promoter(s)and related parties during the financial year ended 31st March, 2026, 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 31st March, 2026.

Credit Rating

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

Instrument	Rating Agency	Rating	Rating Action
Long-term/Short-term Bank	CARE Rating	CARE A-; Negative/ CARE A2+	Reaffirmed
Facilities	Limited

Subsidiaries, Associates and Joint Ventures

As on 31st March, 2026, 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. 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 FZCO (Formerly known as Asian Star DMCC)

Asian Star FZCO (Formerly known as Asian Star FZCO) carries out trading in diamonds catering mainly to UAE market. The Gross Revenue of the Company for F.Y 2025-26 is US $ 107,071,831 as compared to US $ 97,660,233 (Previous Year). Profit for the year is US $ 683,632 as compared to US $ 873,783 (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 $ 13,879,008 for F.Y. 2025-26 as compared to US $ 16,792,386 (Previous Year). Net Profit / (Loss) after tax for the year is US $ 52,918 as compared to US $ 63,962 (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 for F.Y. 2025-26 stood at US $ 995,480 as compared to US $ 468,753 (Previous Year). Profit after tax is for the year is US $ 57,814 as compared to US $ 23,804 (Previous Year).

Associates

Shah Manufacturers LLP (Formerly known as Shah Manufacturers)

Shah Manufacturers, an associate engaged in processing of diamonds on a job work basis, was converted from a Partnership Firm into a Limited Liability Partnership (LLP) with effect from March 18, 2026. Consequent upon such conversion, the entity is now known as Shah Manufacturers LLP.

Gross Operating revenue for Current year is Rs. 3,774.44 lakhs as compared to Rs. 3,916.68 lakhs (Previous Year). Profit after tax Rs. 5.12 Lakhs as compared to Rs. (169.20) lakhs (Previous year).

Joint Venture Ratnanjali Infra LLP

Ratnanjali Infra LLP is engaged in construction of commercial 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 2025-26.

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 sustainability-related reporting requirements in the form of the Business Responsibility and Sustainability Report ("BRSR") and mandated the top 1,000 listed entities, based on market capitalization, to include BRSR as part of their Annual Report.

In accordance with Regulation 34(2)(f) read with Regulation 3(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared the Business Responsibility and Sustainability Report ("BRSR") for the financial year 2025-26. Although the Company is presently outside the top 1,000 listed entities based on market capitalization, the requirement continues to apply in terms of Regulation 3(2A), which provides that provisions applicable on the basis of market capitalization shall continue to apply unless the listed entity remains outside the applicable threshold for a period of three consecutive years.

The BRSR covers the Companys performance on Environmental, Social and Governance ("ESG") parameters for FY 2025-26 and includes disclosures against the nine principles of the National Guidelines on Responsible Business Conduct ("NGRBC") issued by the Ministry of Corporate Affairs. Cross-references have been provided, wherever appropriate, to the relevant sections of this Integrated Report.

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 31,2026 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 31st March, 2026, 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, readwith 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 2018-19 lying in the unclaimed dividend account of the Company as on November 3, 2026 will be transferred to IEPF on theduedate.

Further details of unclaimed dividend and shares transferred to IEPF during Financial Year 2025-26 are as follow:

FinancialYear	Amount of Unclaimed Dividend Transferred (Amount in Rs.)	Number of Shares Transferred
2017-18	2869.50	12

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 newspapercommunication 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 (Re-appointedforperiodof 5yearsw.e.f January 01,2026 till December31,2030)

2. Mr. Vipul P. Shah: Chief Executive Officer and Managing Director (Re-appointed for period of 5 years w.e.f January 01,2026 till December31,2030)

3. Mr. RahilV.Shah:Wholetime Director

(Re-appointedforperiodof 5 years w.e.f January 01,2026 till December31,2030)

6. 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: 00006759) and Mr. Dharmesh D. Shah (DIN: 00006706), Non-Executive Non- Independent Director retires by rotation at the 32nd Annual 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 Non- Executive Non-Independent Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Priyanshu A. Shah (DIN: 00006759) and Mr. Dharmesh D. Shah (DIN: 00006706) 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 theabovementioned Directors are not disqualified from being re-appointed as Directors by virtue of the provisions of Section 166 of the Companies Act, 2013.

C. Appointment:

During the Financial Year 2025-26, there was no appointment of any Director or Key Managerial Personnel. Further, no Director or Key Managerial Personnel resigned during the Financial Year 2025-26.

D. Board Independence:

Our definition of Independence of Directors is derived from SEBI(LODR) Regulations and Section 169(6) of the Companies Act, 2013.

The following Non -Executive Directors are Independent: -

1.	Mr. Kartikeya G. Desai
2.	Mr. NavtejH. Singh
3.	Mr. KunalS.Todarwal
4.	Mr.JayantilalD.Parmar
5.	Mr. PattanayakBijayananda
6.	Mrs. TraptiJ. Mehta	Appointed w.e.f March 29, 2025 as an Additional Director and approved by the members vide Special resolution dated June 05, 2025 passed through postal ballot.

E. 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 forthe 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 Directors 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.

Board Meetings

During the year, Four (4) Board Meetings were convened and held, the details of which are given in the "Report on Corporate Governance", a part of this Annual Report.

Details of resolutions passed through postal ballot

During the current year, the Company had passed following special resolution with requisite majority on June 05,2025 through Postal Ballot, result of which was declared on June 06,2025:

Date of Postal ballot notice	Special Resolution passed
February 14, 2025	Appointment of Mrs. Trapti Jinesh Mehta (DIN: 06441209) as Non-Executive Independent Director of the Company fora period of 5 (Five) years commencing from March 29,2025 to March 28,2030.	June 05, 2025

Policy on Board Diversityand Directors Appointmentand 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 11 members, 3 of whom are Executive Directors, 2 are Non-Executive and Non-Independent Directors and 6 Independent Directors. 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 directors 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 ourwebsite at https://www.asianstargroup.eom/investor-centre/#corporate-governance.

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:

- AuditCommittee

- Stakeholders Relationship Committee

- CorporateSocialResponsibilityCommittee

- Nomination and Remuneration Committee.

- RiskManagementCommittee

- 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 to 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 Companys 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 industryand 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 Companywww.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 maybe amended from time to time. The CSR Committee mentioned below:

Name	Designation	Category
Mr. Arvind T. Shah	CFO & Wholetime Director	Chairman
Mr.Vipul P. Shah	CEO & Managing Director	Member
Mrs. Trapti J. Mehta	Non-Executive, Independent Director	Member

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 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) Reviewand approval of Risk Management Plan

b) Review progress on the Risk Management Plan

c) Propose methodologyon riskclassificationand 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 perSEBI(LODR) (Second Amendment), Regulations, 2021, the composition of the same isas follow:

Name	Designation	Category
Mr. Vipul P. Shah	CEO & Managing Director	Chairman
Mr. Jayantilal D. Parmar	Non-Executive, Independent Director	Member
Mr. Rahil V. Shah	Wholetime Director	Member

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 to 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 31st March, 2026 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

b. InternalAuditors

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 February 14,2025 has appointed M/s V. L. Tikmani and Associates having Firm Registration No. 132583W, to undertake the Internal Audit of the Company fortheyear ended March 31,2026.

c. Secretarial Auditors

In compliance with Regulation 24Aof the SEBI Listing Regulations and Section 204 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 (PR No.: 708612025) (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. The said appointment was approved by the Members of the Company at the Annual General Meeting held on September 29,2025.

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 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.

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 Companys 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 Companys 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.

The disclosure of particulars with respect to conservation of energy pursuant to Section 134 (3) (m) of the Companies Act 2013 read with rule 8(3) of the companies (accounts) rules, 2014 are not applicable as our business is not specified in the Schedule. However, the company makes its best efforts to conserve energy in a more efficient and effective manner.

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. 1,22,901 lakhs in foreign exchange by way of exports, dividend and commission has spent Rs. 1,00,040 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 14th 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 2025-26.

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, 2025-26, the Company has not received any complaint on sexual harassment.

The Company is also committed to ensuring the welfare and well-being of its employees and complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company extends maternity benefits to eligible women employees in accordance with the applicable provisions of the Act and has taken necessary measures to ensure compliance with the statutory requirements.

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 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 at www.asianstargroup.com.

Other Disclosures

- Audit CommitteeThe 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 thereof, 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 or will 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 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
Dated: May 25, 2026	DIN - 00004720