To, The Members, GOLDSTAR POWER LIMITED,
Dear Members,
Your directors are pleased to present their 27th Annual Report on the business and operations of the company together with the Audited Financial Statements for the Financial Year ended on March 31, 2026.
Your Companys performance for the year ended on 31st March, 2026, is summarized as under:
(Rupees in Lakhs)
| Sr. No | PARTICULARS | 2025-26 | 2024-25 |
| 1. | Revenue from Operation (Net) | 3,710.27 | 4,838.13 |
| 2. | Other Income | 179.54 | 208.48 |
| 3. | TOTAL REVENUE (1+2) | 3,889.80 | 5,046.61 |
| 4. | Cost of raw material consumed | 2,565.72 | 3,350.60 |
| 5. | Employees Benefits Expense | 288.26 | 271.59 |
| 6. | Changes in Inventories Finished goods, work-in-progress and Stock-in-Trade | 46.58 | 53.41 |
| 7. | Finance Cost | 106.58 | 156.52 |
| 8. | Depreciation & Amortization Exp. | 147.96 | 159.25 |
| 9. | Other Expenses | 607.87 | 705.96 |
| 10. | TOTAL EXPENSE (4+9) | 3,762.97 | 4,697.32 |
| 11. | Profit/ (Loss) Before Tax | 126.84 | 349.29 |
| 12. | Current Tax | 24.39 | 107.99 |
| 13. | Deferred Tax | 1.69 | 13.30 |
| 14. | Less: MAT Credit | 0.00 | 0.00 |
| 15. | PROFIT/ (LOSS) AFTER TAX (PAT) | 100.77 | 228.00 |
OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:
The Highlights of Companys performance for the year ended on March 31, 2026:
Total Revenue from Operations decreased from Rs.48.38 Crores of previous F.Y. 2024-25 to Rs.37.10 Crores in the year under Report.
Total Expenses has decreased from Rs.46.97 Crores of previous F.Y. 2024-25 to Rs.37.63 Crores in the year under Report.
Profit before exceptional & extra ordinary items has decreased from Rs.349.29 Lakhs of previous F.Y. 2024-25 to Rs.126.84 Lakhs in the year under Report.
Net Profit decreased from Rs.228 Lakhs of previous F.Y. 2024-25 to Rs.100.77 Lakhs in the year under Report.
Earnings per share (EPS) for the F.Y. 2025-26 is 0.04 as compared to 0.09 of F.Y. 2024-25.
The Board assures that the management will leave no efforts untouched to increase the profitability of the company.
With a view to use the internal accruals for growth of the Company and to strengthen the financial position of the company, your directors do not recommend any dividend for the year under Report.
Pursuant to provision of section 134(1)(j) of the Companies Act, 2013, no amount is transferred to general reserves account of the Company during the year under review.
The company has a closing balance of Rs.52,90,24,000/- (Fifty-Two Crore Ninety Lakhs Twenty Four Thousand Only) as Reserves and Surplus as on 31.03.2026.
The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.
During the year, the Company has not changed its registered office.
The Company is engaged in the business of manufacture, produce and assembles all types of batteries, including storage batteries, dry batteries, solar power batteries etc. During the year, Your Company has not changed its business or object and continues to be in the same line of business as per main object of the company.
Our product range covers various types of batteries including Fully Automotive Batteries for Car, Tractor and Heavy-Duty Trucks, Tubular Batteries for Inverter and Solar Application, SLI and Tubular Batteries for E-Rickshaw, SMF-VRLA Batteries for UPS Application, Motorcycle Batteries, Solar Batteries, Pure Lead and Alloy batteries.
Currently our Company caters to all three segments of market viz. exports, domestic/after sales market and OEM. We have a widespread customer base with our domestic customer base situated in various regions of the country and our international customers situated across varied countries like Dubai, Uganda, Turkey, Senegal, Lebanon, Afghanistan, Oman, Yemen etc.
There are no Material Changes and Commitments affecting the Financial Position of the Company between the end of Financial Year of the Company to which the Financial Statement relates and the date of this report.
The Company has not borrowed loan from any Bank during the year under review.
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2026 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.goldstarpower.com .
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(V) & (VI) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
The paid-up Equity Share Capital as on 31st March, 2026 was Rs.28,61,98,500/-
A) Allotment of equity shares on Preferential Basis to the allottees through swap of shares: During the year under review, the Company has allotted 4,54,93,500 equity shares on a preferential basis (Preferential Issue) to the non-promoter investors for a consideration other than cash, on 08th July, 2025, which was approved by the Members of the company in extra ordinary general meeting held on 24th April, 2025. Company has approved allotment of 4,54,93,500 shares on preferential basis through swap of shares pursuant to in-principle approval, listing approval and trading approval from NSE on July 04, 2025, 23RD September, 2025 and 23rd September, 2025 respectively.
B) Issue of sweat equity shares: During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options: During the year under review, the Company has not issued any employee stock options.
D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
Pursuant to provisions of Companies Act, 2013, Red Fire Shipping and Logistics LLC became Subsidiary Company of the Company w.e.f. 08th July, 2025.
Disclosures related to the particulars of the Subsidiary Company, as required under subsection (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014, has been made in form AOC-1 and the same is annexed to this report as Annexure-B. Further, The Company does not have any other subsidiary or joint venture.
The Companys equity shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited with Symbol GOLDSTAR. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees upto the year 2025-26.
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.
Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mrs. Dhruti Pansara (DIN: 01943399) though appointed as Executive Director of the Company. She has been associated with the Company since 2007, is liable to get retired by rotation being eligible has offered herself for re-appointment the ensuring 27th AGM of the Company. The Board recommends her re-appointment for consideration by the Members of the Company at the 27th Annual General Meeting. Accordingly, requisite resolution shall form part of the Notice convening the AGM.
All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
Therefore, Board is duly composed as per the Companies Act, 2013 provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The Following changes in the Board Composition took place during the year under report and the confirmations were placed before and noted by the Board.
The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for Board Meetings is given well in advance to all the Directors.
The Board of Directors met 9 times during the financial year ended March 31, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
Nine Board Meetings were held as under:
| 1. | 19.05.2025 |
| 2. | 01.07.2025 |
| 3. | 08/07/2025 |
| 4. | 12/08/2025 |
| 5. | 27/08/2025 |
| 6. | 04/09/2025 |
| 7. | 14/11/2025 |
| 8. | 21/11/2025 |
| 9. | 07/02/2026 |
Attendance of Directors in the Board Meeting
| Sr.No | Name of Director | No. of Board Meeting Held | No. of Board Meeting Attended |
| 1. | Mr. Navneet M. Pansara (Managing Director) | 9 | 9 |
| 2. | Mr. Amrutlal M. Pansara (Whole-Time Director) | 9 | 9 |
| 3. | Mrs. Dhuti N. Pansara (Executive Director) | 9 | 9 |
| 4. | Mr. Chetan V. Khattar (Independent Director) | 9 | 8 |
| 5. | Mr. Hemraj Patel | 9 | 9 |
| (Independent Director) | |||
| 6. | Mr. Mahesh Sojitra | 9 | 9 |
| (Independent Director) |
The Audit Committee met 4 times during the Financial Year ended March 31, 2026. The Stakeholders Relationship Committee met 4 time during the Financial Year ended March 31, 2026. The Nomination and Remuneration Committee met 2 times during the Financial Year ended March 31, 2026. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.
Additionally, during the Financial Year ended March 31, 2026 the Independent Directors held a separate meeting on 17th March, 2026 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Last i.e. the 26th Annual General Meeting of the Company for the financial year 2024-2025 was held on 27/09/2025 at the Registered Office of the Company through Video Conferencing.
Further during the year one Extra Ordinary General Meeting was held on Thursday, 24th April, 2025 for below mentioned agendas:
a) To increase in the Authorized Share Capital and Consequent Alteration of Memorandum of Association, b) To Increase in investment limits for Non-resident Indians and Overseas citizens of India, c) Issuance of equity shares on a preferential basis (Preferential Issue) to the nonpromoter investors for a consideration other than cash.
The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.
The Audit Committees composition meets with the requirement of section 177of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Audit Committee possesses financial / accounting expertise / exposure.
The Audit Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the committee. The detail of the composition of the Audit Committee along with their meetingshed/
attended is as follows:
| Sr. No | Name of Director | No. of Audit committee Meeting Held | No. of Audit committee Meeting Attended |
| 1 | Mr. Chetan Khattar (Independent Director) Member | 4 | 3 |
| 2 | Mr. Hemraj Patel (Independent Director) Member | 4 | 4 |
| 3 | Mr. Mahesh Sojitra (Independent Director) Chairman | 4 | 4 |
During the year under review, meetings of Audit Committee were held on:
| 1 | 19/05/2025 |
| 2 | 12/08/2025 |
| 3 | 14/11/2025 |
| 4 | 07/02/2026 |
The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possesses sound knowledge / expertise / exposure.
The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows:-
| Sr.No | Name of Director | No. of NRC committee Meeting Held | No. of NRC committee Meeting Attended |
| 1 | Mr. Chetan Khattar (Independent Director) Member | 2 | 2 |
| 2 | Mr. Hemraj Patel (Independent Director) Chairman | 2 | 2 |
| 3 | Mr. Mahesh Sojitra (Independent Director) Member | 2 | 2 |
During the year under review, meetings of Nomination & Remuneration Committee were held on
The Company has duly formulated the Nomination & Remuneration Policy which is also available at the Company Website https://goldstarpower.com/wpcontent/uploads/2023/policy%20code%20of%20condu t/Nomination- and- Remuneration- Policy.pdf
The Stakeholders Relationship Committee meets with the requirement of the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.
The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -
| Sr.No | Name of Director | No. of SRC committee Meeting Held | No. of SRC committee Meeting Attended |
| 1 | Mr. Chetan Khattar (Independent Director) Chairman | 4 | 3 |
| 2 | Mr. Hemraj Patel (Independent Director) Member | 4 | 4 |
| 3 | Mr. Mahesh Sojitra (Independent Director) Member | 4 | 4 |
During the year under review, meetings of Stakeholders Relationship Committee were held on
| 1 | 19/04/2025 |
| 2 | 18/07/2025 |
| 3 | 28/10/2025 |
| 4 | 04/02/2026 |
The status of shareholders complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2026 is given below): -
2 Number of complaints solved 2 Number of pending complaints 0
Ms. Nirali Prabhatbhai Karetha is the Company Secretary and Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc. Demat requests are confirmed within 15 days by RTA of the Company.
Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:
Name : M/s. MUFG Intime India Private Limited Address : C-101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai - 400 083. Tel : +91 22 4918 6000 Email : rnt.helpdesk@in.mpms.mufg.com Website : www.in.mpms.mufg.com
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.
The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.
In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs.500 Crores or more OR an annual turnover of Rs.1000 Crores or more OR with a net profit of Rs.5 Crores or more, during previous year is required to constitute a CSR Committee. Goldstar Power Limited does not fall in any of the above criteria during the year 2025-26.
Therefore, it is not required mandatorily to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.
We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives.
Porsuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior.
The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.
The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at
https://goldstarpower.com/wp-content/uploads/2018/05/Whistle-Blower-Policy.pdf
The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues.
In todays Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
All properties and insurable interests of the Company have been fully insured.
The details of loans, guarantees or investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
The members of the company at their Annual General Meeting held on 30th September, 2024 had appointed M/s. DGMS & Co., Chartered Accountants, Jamnagar, (ICAI Firm Registration Number: 0112187W) as StatutoryAuditors of the Company for a term of 5 (five) financial years.
The Auditors Report for the financial year ended March 31, 2026 forms part of this Annual Report and is attached to the Directors Report as and same does not contain any qualification, reservation or adverse remarks.
There have been no instances of fraud reported by the Auditors under Section143(12) of the Companies Act, 2013.
As required under provisions of section 204 of the Companies Act, 2013 and Rules framed thereunder, the Board has appointed the Secretarial Auditors ofthe Company, Mrs. Rupal Patel, (ICSI Membership Number: FCS 6275, Certificate of Practice No: 3803), for conducting the Secretarial Audit for the FY 2025-26.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial Year ended on March 31, 2026 is attached to the Directors Report as Annexure-C.
In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. B. B. Gusani & Associates, Chartered Accountants, Jamnagar, (ICAI Firm Registration Number 140785W) as the Internal Auditors of the Company for the Financial Year 2025-26 and takes their suggestions and recommendations to improve and strengthen the internal control systems.
The provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder relating to maintenance of cost records and cost audit are not applicable to the Company. Therefore, no cost records have been maintained by the company.
The Company has complied with all the applicable Secretarial Standards in the Financial Year 2025-26 as issued by the Institute of Company Secretaries of India (ICSI).
There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.
AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.
The Company manages its liquidity prudently to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables the Company to position itself for quick responses to market dynamics.
At Goldstar Power Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.
At Goldstar Power Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Goldstar Power Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind ofmisconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.
The Company also has in place Prevention of Sexual Harassment Policy. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The sexual harassment policy has also been uploaded in the website of the company at https://goldstarpower.com/wp-content/uploads/2018/05/Prevention-of-SexualHarassement-at-Workplace.pdf
An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year:
No. of complaints received: Nil No. of complaints disposed of: NA
Though the Company has less than 10 employees and it is not required to constitute Internal Complaints Committee (ICC) pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013, it has adopted a policy.
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
The Company is well equipped with internal financial controls. The Company has continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, ontimely basis because of strong reporting mechanisms followed by the Company.
Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.
In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report has been separately furnished in the Annual Report and forms part of the Annual Report as ANNEXURE-D.
During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per ANNEXURE-A
During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Companyat large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to the Financial Statement.
In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companys Website at http://goldstarpower.com/wp-content/uploads/2018/05/Related-Party-Transactions-Policy.pdf
The Company has no employee in the Company drawing remuneration of more than Rs 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employees remuneration of the employee of the Company as
section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2025-26 forms part of this Board report as ANNEXURE-E.
Additionally, the following details form part of Annexure-E to the Boards Report:
Remuneration to Whole Time Directors. Remuneration to Non-executive/ Independent Directors. Percentage increase in the median remuneration of employees in the financial year. Number of permanent employees on roll of the Company. The company did not allow any sweat equity shares & does not have employees stock option scheme.
The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder during the current Financial Year.
The policy of the Company on directors appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matters, as required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is annexed with the Board Report as ANNEXURE-F and available on our website, at https://goldstarpower.com/
There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.
The Board of Directors has adopted the Insider Trading Policy in accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys Shares.
Following Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at www.goldstarpower.comand for the convenience given herein below:
| Sr. No | Name of policy | Web link |
| 1. | Boards Diversity Policy | https://goldstarpower.com/wp-content/uploads/2018/05/Board-Diversity-Policy.pdf |
| 2. | Dividend Distribution Policy | https://goldstarpower.com/wp-content/uploads/2018/05/Dividend-Distribution-Policy.pdf |
| 3. | Related Party Transaction Policy | https://goldstarpower.com/wp-content/uploads/2018/05/Related-Party-Transactions-Policy.pdf |
| 4. | Material Subsidiary | https://goldstarpower.com/wp-content/uploads/2018/05/Material-Subsidiaries.pdf |
| 5. | Materiality of Events | https://goldstarpower.com/wp-content/uploads/2018/05/Materiality-of-Events.pdf |
| 6. | Preservation of Documents Policy | https://goldstarpower.com/wp-content/uploads/2018/05/Preservation-of-Docum ents.pdf |
| 7. | Evaluation Policy | https://goldstarpower.com/wp-content/uploads/2018/05/Evaluation-Policy.pdf |
| 8. | Whistle Blower Policy | https://goldstarpower.com/wp-content/uploads/2018/05/Whistle-Blower-Policy.pdf |
| 9. | Prevention of Sexual Harassment at Workplace | https://goldstarpower.com/wp-content/uploads/2018/05/Prevention-of-Sexual-Harr asement-at-Workplace.pdf |
| 10. | Web Archival Policy | https://goldstarpower.com/wp-content/uploads/2018/05/Web- Archival-Policy.pdf |
| 11. | Code of Conduct for prevention of Insider Trading | https://goldstarpower.com/wp-content/uploads/2018/05/Insider-Trading-P olicy.pdf |
| 12. | Terms & Conditions for Appointment Independent Directors. | https://goldstarpower.com/wp-content/uploads/2018/05/Appointment-Indep endent-Director.pdf |
| 13. | Payment to Non-Executive Directors | https://goldstarpower.com/wp-content/uploads/2018/05/Payment-Non-Executive-Di rector.pdf |
| 14. | Familiarization Programme for Independent Director | https://goldstarpower.com/wp-content/uploads/2018/05/Familiarization-Prog ramme-Independent-Director.pdf |
| 15. | Nomination & Remuneration Policy | https://goldstarpower.com/wp-content/uploads/2018/05/Nomination-Remuneration- Policy.pdf |
| 16. | Code of Conduct for Directors and KMPs | https://goldstarpower.com/wp-content/uploads/2018/05/Code-Conduct-Directors -KMP.pdf |
| 17. | Green Initiative with regard to Corporate Governance | https://goldstarpower.com/wp-content/uploads/2018/05/Green-Initiative-Corporate-Governance.pdf |
| 18. | Insider Trading Policy | https://goldstarpower.com/wp- content/uploads/2018/05/Insider-Trading-Policy.pdf |
| with | ||
| amendments 20.03.2019 |
Corporate Governance Practices Are Reflection of Value Systems and which Invariably Includes our Culture, Policies and Relationships with our Shareholders Integrity and transparency are key factors to our governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate Governance is about maximizing Shareholders value legally, ethically and sustainably. At Goldstar, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in the international corporate governance. We also endeavor to enhance long term shareholder value and respect-minority rights in all our business decisions.
Goldstar Power Limited is a listed entity having its specified securities listed on the NSE Emerge platform, which is the SME Exchange of National Stock Exchange of India Limited. Accordingly, the provisions of Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) are applicable to the Company. Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) provides an exemption to a listed entity which has listed its specified securities on the SME Exchange from the applicability of certain corporate governance provisions. However, pursuant to the provisos inserted in the said Regulation, with effect from April 1, 2025, Regulation 23 relating to Related Party Transactions becomes applicable to an SME-listed entity where its paid-up equity share capital exceeds ?10 crore or its net worth exceeds ?25 crore as on the last day of the previous financial year.
The Company had crossed the prescribed threshold limits during the previous financial year. Accordingly, the provisions of Regulation 23 of the SEBI LODR Regulations became applicable to the Company and the Company is required to comply with the provisions of the said Regulation, notwithstanding its status as an SME-listed entity. Accordingly, the Company has complied with the applicable provisions of Regulation 23 of the SEBI LODR Regulations during the financial year 2025-26. A report on corporate governance of the Company is annexed as Annexure - G
The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. However, as company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practicing Company Secretary is applicable to the company.
There were no significant and material orders issued against the Company by any
regulating authority or court or tribunal which could affect the going concern status and Companys operations in future.
The information pertaining to Conservation of Energy, Technology Absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 as follows:
1. The steps taken or impact on conservation of energy:
The Company applies strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.
2. The steps taken by the Company for utilizing alternate source of energy:
During the year under review company has not undertaken any steps but Company has purchased land for Solar Plant and planning to use it as alternate source of energy in the F.Y.2022-23
3. Capital Investment on energy conservation equipment:
During the year under review, company has not made any capital investment on energy conservation equipment.
1. The efforts made towards technology absorption:
The Company has not made any special effort towards technology absorption. However, company always prepared for update its factory for new technology.
Further, during the year under review, the Company has reported Foreign Exchange Earnings and Expenses as under:
| 2025-26 | 2024-25 | |
| Foreign Exchange Earnings | 11,59,03,938.00 Rs | 22,56,72,647.00 Rs |
| Foreign Exchange Outgo | 14,40,58,767.00 Rs | 10,50,23,674.00 Rs |
In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2026, the Board of Directors hereby confirms that:
1. During the year under review the company has not accepted the deposit from the public under Section 73 to 76 of the companies Act, 2013 and the Rules made there under except amount borrowed from Directors which is exempted deposit as per Companies (Acceptance of Deposit) Rules, 2014.
2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
3. There have been no instances of any revision in the Boards Report or the financial statement, hence disclosure under Section 131(1) of the Act is not required to be made.
During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.
The New Code viz. Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insiders and Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Information has been framed and adopted. The Code requires pre-clearance for dealing in the Companys shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.
Your Company being an SME Listed Company does not require obtaining credit rati
its securities. Though, Goldstar has received SME 3 from (Small and Medium Enterprise Ratings) on August 10, 2018 which is maintained till date.
The rating indicates stable and positive outlook of the Company. Rating shows High Credit Worthiness in relation to other MSEs.
The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Companyto remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.
Your directors would like to express their appreciation for assistance and co-operation received from the Shareholders, State Governments, Local authorities and Companys Bankers for the assistance co-operation and encouragement they extended to the Company.
Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuing and excellent all-around operational performance.
Date: 25.08.2026 Place: Jamnagar
By Order of the Board of Directors For, GOLDSTAR POWER LIMITED,
Sd/-
Sd/-
(Mr. Navneet M. Pansara) Managing Director [DIN: 00300843]
(Mr. Amrutlal Pansara) Wholetime Director [DIN: 00300786]
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