Sanstar Ltd Directors Report

To,

The Members SANSTAR LIMITED

[CIN: L15400GJ1982PLC072555]

Dear Shareholders,

Your directors take pleasure in presenting the 43^rd Directors Report together with Audited Financial Statements and the Auditors Report for the Financial Year ended 31^st March, 2025. This being the first report following the Initial Public Offering (IPO) and listing on both the Stock Exchanges, the Board extends a warm welcome to all our public shareholders and looks forward to your ongoing trust and support.

1. FINANCIAL RESULTS:

The audited financial statements of the Company for the financial year ended 31^st March, 2025, have been prepared in accordance with the Indian Accounting Standards (INDAS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

A summary of the comparative financial performance of the Company for Financial Year 2024-25 and Financial Year 2023-24 is presented below:

(Amount in Lakhs)

PARTICULARS	Year ended 31/03/2025	Year ended 31/03/2024
Revenue from Operations	95342.30	111010.43
Other Income	1803.08	1441.11
Total Income	97145.38	112451.54
Cost of Material Consumed	71132.80	83292.99
Changes in inventories of finished goods, work-in-progress and stock-in-trade	-219.43	667.75
Employee Benefits Expense	2302.34	2195.77
Finance Costs	753.55	1073.83
Depreciation and Amortization	1144.71	1209.07
Other expenses	16528.90	16375.28
Total expenses	91642.87	103479.19
Profit/(loss) before Tax (EBT)	5502.51	8972.35
Tax expense:
(a) Current tax expense	816.27	1668.71
(b) Deferred tax	196.88	627.01
(c) Excess/ Shortage of tax earlier year	109.52	00.00
Profit After Tax	4379.84	6676.63
Earnings per share	2.58	4.75

2. STATE OF THE COMPANYS AFFAIRS: Operational Performance:

The company recorded operational revenue Rs 95342.30 lacs as compare to Rs 111010.43 lacs.

The company achieved EBITDA Rs 7400.88 lacs during financial year 2024-25 as compared to 11255.24 lacs during financial year 2023-24. The company achieved EBITDA margin 7.76% during financial year 2024-25 as compared to 10.14% during financial year 2023-24. Export sales for the financial year 2024-25 was Rs 33995.82 lacs as compared to financial year 2024-25 it was Rs 39443.83 lacs.

Capital Projects:

During the financial year, the company has started mega expansion at Shirpur plant increasing by 1000 MT/Day from the existing installed capacity from 750 MT/Day thus cumulative capacity of Shirpur plant would be 1750 MT/Day. The company has incurred Rs 11377 lacs (including advances) towards mega expansion project.

3. Transfer to Reserve:

The Board has not recommended to transfer any amount from Profit and Los to Reserve Account.

4. DIVIDEND:

Considering the ongoing phase of the Company and in view of the long-term interest of the Stakeholders, the Board believes that retaining the profits for internal deployment is prudent and hence wants to retain the earnings. Hence the Board has not recommended any dividend for the Financial Year ended on 31^st March, 2025.

The Company is confident that the ongoing capacity will enable it to cater to the growing market demand, enhance its market share, and create sustained value for its stakeholders.

However, Company has adopted the Dividend Distribution Policy of the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, ("Listing Regulations"), which is available on the Companys website:-https://www.sanstar.in/wp-content/uploads/invpdfs/2023-24/Codes_and_Policies/K_Dividend_Distribution_Policy.pdf

5. CHANGE IN NATURE OF BUSINESS:

During the Financial Year FY 2024-25, there is no change in the Nature of the Business of the company.

6. FINANCE AND INSURANCE: a. Working Capital

Working capital requirements of the company during the year was almost similar level as was in previous year. 85.04 crores outstanding as on 31st March 2024 was repaid by the company during F. Y. 2024-25 out of IPO proceeds.

b. Term Loans

During the FY 2024-25, the company has not availed any fresh term Loan. Company has prepaid Rs 14.96 crores from existing term loan out of IPO proceeds.

c. Insurance

All assets and insurable interests of the company, including building, plant & machineries, stocks, stores and spares have been adequately insured against various risks and perils. The company has also taken Directors and Officers Liability Policy to provide coverage against the liabilities arising on them.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

9. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year under review, there was no change in the Registered office of the company and the Company continues to hold its registered office at Sanstar House nr. Parimal Under Bridge, Opp. Suvidha Shopping Centre, Paldi, Ahmedabad, Gujarat, India, 380007.

10. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

The company has not revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

11. FINANCIAL PERFORMANCE:

In FY 2024 25, the Company achieved consistent revenue growth and improved profitability, supported by operational efficiency, enhanced product mix, and strong stakeholder relationships. The successful completion of the Initial Public Offering (IPO) marked a significant milestone, strengthening the Companys capital structure and reinforcing its long- term growth vision.

Total expenditure of the company for the period ended amounted to Rs. 91642.87/- (amount in Lakhs) and the Profit Before Tax (EBT) for the year ended 31^st March, 2025 amounted to Profit of Rs. 5502.51/- (Amounts in Lakhs).

The Directors are hopeful to increase the demand for companys services in coming years and for better future result, the company has taken steps to reduce costs which shall improve companys results in the long run.

12. SHARE CAPITAL:

a. AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 38,00,00,000 /- (Rupees Thirty-Eight Crore only) divided into 19,00,00,000 Equity Shares (Nineteen Crore Only) of Rs. 2/- (Rupees Two only) each.

b. PAID UP CAPITAL

The Paid-up Share Capital of the Company is Rs. 36,44,88,500 /- (Rupees Thirty-Six Crore Forty-Four Lakh Eighty-Eight Thousand Five Hundred only) divided into 18,22,44,250 Equity Shares (Eighteen Crore Twenty-Two Lakh Forty-Four Thousand Two Hundred Fifty Only) of Rs. 2/- (Rupees Two only) each.

c. CHANGES IN SHARE CAPITAL, IF ANY:

During the Financial Year 2024-25, the Company has issued its Initial Public Offerings of 5,37,00,000 equity shares of face value 2/- each comprising of:

i. Fresh Issue of 41800000 equity shares at an issue price of Rs. 95/- per equity share; ii. An offer for sale of 11900000 equity shares at an issue price of Rs. 95/- per equity share.

i. Disclosure regarding issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Rights during the year under review.

ii. Disclosure regarding issue of Employee Stock Options The Company has not provided any Stock Option Scheme to the employees.

iii. Disclosure regarding issue of Sweat Equity Shares The Company has not issued any Sweat Equity Shares during the year under review.

iv. Disclosure regarding Buy Back of Securities The Company has not bought back any of its securities during the year under review. v. Bonus Shares No Bonus Shares were issued during the year under review.

13. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the period under review, no amount was transferred to IEPF under the provisions of Section 125 of Companies Act, 2013.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Board has the right mix of Independent Directors (which includes Woman Director) and Executive Directors, which blends and supports discussions which turn into meaningful and strategically aligning decisions. As the Executive Directors come with strong Industrial and Operational Experience, the Independent Directors have the mix of Industrial, Banking, Financial and Legal Expertise. All the Independent Directors support effective communication and governance, which culminates in better understanding and better decision-making capabilities.

There are no changes in the composition of the Board of Directors of the Company and hence, as at the end of financial year, the Composition of the Board of Directors were as under:

DIN	Name of Director/ Key Managerial Personnel	Designation
00196397	Gouthamchand Sohanlal Chowdhary	Managing Director
01370802	Sambhav Gautam Chowdhary	Joint Managing Director
01759527	Shreyans Gautam Chowdhary	Joint Managing Director
02724484	Aniket Sunil Talati	Independent Director
10373422	Atul Agarwal	Independent Director
09376887	Sejal Ronak Agrawal Harishkumar Shisupaldas Maheshwary	Independent Director Chief Financial Officer
	Fagun Harsh Shah	Company Secretary

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act,2013 ("the Act").

There was no appointment or resignation of any director of the Company during the year.

15. RETIREMENT BY ROTATION:

Mr. Sambhav Gautam Chowdhary (DIN: 01370802), Joint Managing Director, liable to retire by rotation, and being eligible, have offered himself for re-appointment at the AGM. The Notice convening the AGM forming part of this Annual Report, includes the proposal for re- appointment and the requisite disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial

Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

16. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors are Independent and have furnished respective declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct.

17. FAMILIARIZATION PROGRAMMES:

The Company has a defined policy on the Familiarization Programme for Directors, aimed at ensuring continuous awareness and engagement. The Board is regularly apprised of any amendments, regulatory changes, or emerging market trends, irrespective of the sectoral relevance. In addition, all strategic and operational communications relevant to the Company are appropriately shared with the Independent Directors. The Company also maintains updated disclosures on its website regarding the Familiarization Programmes conducted for its directors, in line with applicable regulatory requirements.

The Familiarisation Programme for Independent Directors is uploaded on the website of the Company, and is accessible at https://sanstar.in/investors-relations/codes-and-policies/

18. CODE OF CONDUCT BY DIRECTORS, MANAGEMENT AND SENIOR EMPLOYEE:

The Company has adopted Code of Conduct for the Directors and Senior Management of the Company to provide clear guidance on principles such as integrity, transparency, business ethics and to set up standards for compliance of Corporate Governance

A copy of same is available at the website of the Company at https://sanstar.in/investors-relations/codes-and-policies/

All members of the Board of Directors and Senior Management Personnel had affirmed compliance with the Code of Conduct and a declaration to this effect signed by the Managing Director forms part of this Corporate Governance Report, which forms part of this Annual Report.

Further, Company has adopted a Code of Conduct for Prohibition of Insider Trading to regulate, monitor and report trading by insiders for prevention misuse of Unpublished Price Sensitive Information. A copy of same is available at the website of the Company at https://sanstar.in/investors-relations/codes-and-policies/

The Company has in place the system to trace the movement of Unpublished Price Sensitive Information and regular awareness is created for the Directors, Promoters, Key Managerial Personnel and designated employees/ persons.

19. MEETINGS OF THE BOARD:

Five Board Meetings were held during the Financial Year ended 31^st March, 2025. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The names of members of the Board, their attendance at the Board Meetings are as under:

Date of Board Meetings	Number of Directors to whom notice of the board meeting was given	Number of Directors attended the Meeting
16-05-2024	6	6
12-07-2024	6	6
14-08-2024	6	6
14-11-2024	6	5
12-02-2025	6	6

20. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of Independent Directors was held on 12^th July, 2025, to review the performance of the Non-Independent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.

21. COMMITTEES:

In compliance with applicable statutory requirements, the Board has constituted various committees to ensure focused oversight and effective governance. The terms of reference of these committees are approved by the Board and are periodically reviewed to ensure continued relevance and alignment with the Companys evolving business needs and regulatory framework.

The Committees of the Board are guided by their respective terms of reference, which outline their composition, scope, power, duties, functions and responsibilities. Basis recommendations, suggestions and observations made by these Committees, the Board of Directors take an informed decision on the matters under their consideration.

As on March 31, 2025, there were Four Board Committees, namely: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Committee

The Company Secretary acts as the Secretary to the abovementioned Committees.

During the year, the Board accepted all the recommendations / inputs made by Committees.

A detailed note on the composition of the Board and its Committees, including its terms of reference, number of committee meetings held during the FY 2024-25, and attendance of the members, is provided in the Report of Corporate Governance forming part of the Annual Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company are in line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

22. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of

Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 the same is available on companys website.

23. PARTICULARS OF EMPLOYEES:

The Company continues to foster a performance- driven and inclusive culture, placing strong emphasis on employee development, engagement, and overall well-being. The Board of Directors places on record its sincere appreciation for the dedication, professionalism, and commitment demonstrated by all employees, which have been instrumental in driving the Companys sustained performance and long-term growth.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report. None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. SUBSIDIARY & ASSOCIATE COMPANIES:

As on 31^st March, 2025, Company doesnt have any Subsidiary & Joint Venture and Associate Companies.

25. DIRECTORS RESPONSIBILITY STATEMENT:

Apart from being on the Board and approving strategic and operational decisions, your Directors have certain responsibilities as well towards you, our fellow Members and hence pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls and that such internal financial controls are adequate and operating effectively.

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

26. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal financial controls in place, commensurate with its size and the nature of business. The Internal Financial Controls, with reference to financial statements as designed and implemented by the Company, are adequate. During the year under review, no material or serious observation were reported from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

27. DISCLOSURES PURSUANT TO THE COMPANIES ACT, 2013:

Section 134 of the Act enjoins upon the Board a responsibility to make out its report to the shareholders and attach the said report to financial statements laid before the shareholders at the annual general meeting, in pursuance of Section 129 of the Act.

The provisions of Section 134, which enumerates the disclosures required to be made in the Boards Report, are applicable to the Directors Report for the financial year commencing on or after 1^stApril, 2014.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Your directors have taken all the necessary care to prevent frauds on the Company or by the Company. Further the Auditors have not reported any offence involving fraud committed against the Company by the officers or employees of the Company under Sub-section (12) of Section 143 to the Board.

29. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

Particulars of loans given, investment made, guarantees given and securities provided under the provisions of section 186 of the Act are provided in the notes forming part of the financial statement

30. DEPOSITS:

During the FY 2024-25 the company has not accepted any deposits within the meaning of section 73 of the Act and the companies (Acceptance of Deposits) Rules, 2014.

31. CREDIT RATINGS:

During the financial year under review the Company received following Credit Ratings by CARE Ratings Limited reaffirming the rating while the outlook has been revised to positive:

Instrument/ Facility	Rating
Long-term/ Short term bank facilities	CARE BBB+; Stable/ CARE A2
Short-term bank facilities	CARE A2

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The contracts, arrangements and transactions entered into by the Company during the Financial year with related parties were in the ordinary course of business and were at arms length. Also, all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder. Members may note that there are no materially significant related party transactions made by the Company with its promoters, Directors, Key Managerial Personnel or any other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of material contract or arrangements or transactions at arms length basis is disclosed as per the prescribed form AOC-2 forms an integral part of this Report and is annexed herewith as "Annexure-A."

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

Further, the details of Related Party Transactions are set out in notes to the Standalone and Consolidated Financial Statements. The Policy on Related Party Transactions approved by the Board can be accessed on the Companys website at the following link https://sanstar.in/investors-relations/codes-and-policies/

33. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Corporate social responsibility forms an integral part of your Companys business activities. The

Company carries out its corporate social responsibility initiatives not just in letter but also in spirit and thus has touched thousands of lives across India.

In compliance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy, which is available at:

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed at "Annexure-B", which forms a part of this Boards Report.

For the Financial year 2024-25, the amount to be spent towards CSR activities works out to 111.42 Lakhs. For FY 2024 25, the Company was required to incur 111.42 lakhs towards CSR activities. During the year, the Company spent 105 lakhs, and additionally adjusted 21.70 lakhs of surplus expenditure carried forward from the previous financial year against the current obligation. After considering these adjustments, the surplus available for carry forward to future years amounts to

15.28 lakhs.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as "Annexure C" and forms part of this report.

35. RISK MANAGEMENT:

The Company has in place a robust risk management framework to identify, evaluate, and mitigate various risks across its operations. The framework is designed to safeguard the Companys assets, ensure regulatory compliance, and support the achievement of strategic objectives. Key risks are periodically reviewed by the management and the Risk Management Committee, with appropriate mitigation strategies are implemented to address emerging risks. These include, but are not limited to, risks related to market volatility, raw material price fluctuations, regulatory changes, operational disruptions, environmental and sustainability factors, information security threats, and financial liquidity. Considering the ongoing expansion and diversification initiatives, the Company continues to strengthen its risk management practices by:

Enhancing internal controls and operational oversight mechanisms

Improving supply chain resilience and customer credit monitoring

Embedding sustainability and ESG-related risks into strategic decision-making

Leveraging technology for real-time risk assessment and mitigation

Monitoring geopolitical developments that may affect supply chains, export-import regulations, energy pricing, and investor sentiment.

The Board of Directors affirms that the Companys risk management system is adequate and commensurate with the size and complexity of its operations and provides reasonable assurance that risks are being effectively monitored and managed.

36. DISCLOSURES OF ESTABLISHMENT OF VIGIL MECHANISM:

The Company has constituted Vigil Mechanism to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanism and the oversight of the same is with the Audit Committee of the Company. The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations. The Company has adopted Vigil Mechanism policy, which provides that any Directors, Employees, Stakeholders who observe any unethical behaviour, actual or suspected, fraud or violation may report the same to Chairman of the Audit Committee.

During the financial year under review, there were no instances of fraud reported to the Audit Committee or the Board.

37. COMPANYS POLICIES:

The Board of Directors firmly believes that a robust and transparent policy framework is essential for sound corporate governance and effective organizational functioning. The Company has implemented a comprehensive set of policies that serve as the foundation for ethical conduct, regulatory compliance, risk management, and strategic decision-making. Key policies include:

1. Corporate Social Responsibility Policy- Guides the Companys approach to social impact, sustainability, and community engagement initiatives.

2. Related Party Transaction Policy- Establishes safeguards and transparency in transactions involving related parties.

3. Materiality Policies- Ensures timely and accurate disclosure in compliance with SEBI Listing Regulations.

4. Code of conduct of Board of Directors and Senior Management Personnel- Clarifies the roles, responsibilities, and obligations of individuals in key leadership positions.

5. Vigil Mechanism Policy / Whistle Blower Policy- Provides a secure and confidential channel for employees and stakeholders to report concerns or unethical practices.

6. Nomination and Remuneration Policy (with criteria of making payments to Non-executive Directors)- Ensures that appointments and compensation structures are merit-based, fair, and aligned with long-term organizational goals.

7. Policy on material subsidiaries- Governs the monitoring and oversight of material subsidiaries to ensure aligned governance.

8. Insider Trading Policies- Regulates trading in securities and ensures compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

9. Dividend Distribution Policy- Ensures a balanced approach to rewarding shareholders while retaining resources for growth.

10. Archival Policy- Defines guidelines for the preservation and retrieval of documents and disclosures.

38. AUDITORS:

A. STATUTORY AUDITORS:

M/s. S. C. Bapna & Associates, Chartered Accountants, having Firm Registration No.: 115649W who were appointed as Statutory Auditors of the Company by the Shareholders at their 41th Annual General Meeting held on 30th September 2023 for a first term of 5 years will be holding their said office from the conclusion of the said Annual General Meeting till the conclusion of the 46th Annual General Meeting to be held in the year 2028.

There are no qualifications or adverse remarks in the Auditors Report. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

B. SECRETARIAL AUDITORS:

The Board, on the recommendation of the Audit Committee had appointed M/s. Keyur J. Shah & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2024- 2025.

The Report of Secretarial Audit in form MR-3 in accordance with Section 204 of Companies Act, 2013 and Secretarial Compliance Report in accordance with Regulation 24A of SEBI Listing Regulations, for the FY 2024- 2025 is annexed to the Annual Report as "Annexure-D". The Secretarial Auditor Report does not contain any qualification, reservation or adverse remarks Further as per the recent amendment under SEBI Listing Regulations pertaining to Appointment of Secretarial Auditor, M/s. Keyur J. Shah & Associates had given their consent to act as Secretarial Auditors, accordingly, the Board in the meeting held on May 30, 2025 recommended their appointment for financial year 2025-26, which is subject to approval of the members. The resolution pertaining to the appointment forms part of the Notice convening the Annual General Meeting.

C. INTERNAL AUDITORS:

In terms of Section 138 of the Act, and the relevant Rules, the Company appointed/ re-appointed M/s. Kamal M. Shah & Co., Chartered Accountants as Independent Internal Auditors of the Company for the Financial Year 2025-26. The Internal Auditor directly reports to the Audit Committee.

39. COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and follows the same.

40. MAINTENANCE OF COST RECORDS:

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies. Given the nature of services being rendered by the Company, the requirement of maintaining cost records under section 148(1) is not applicable.

41. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE

TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls in place, commensurate with its size and the nature of its business. The Internal Financial Controls, with reference to financial statements as designed and implemented by the Company, are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

42. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the period under review, the company has not made any failure in completing or implementing any corporate action within the specified time limit.

43. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return, for the FY 2024- 2025 is available on the website of the Company at www.sanstar.in.

44. LOAN FROM DIRECTORS OR THEIR RELATIVES:

During the FY 2024-25 the company has not availed any loans from the Directors or their relatives.

45. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, has been presented in a separate section forming part of this Report.

46. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR:

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Corporate Governance Report for the year ended March 31, 2025 along with a Certificate from the Secretarial Auditor of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations, is provided in a separate section and forms a part of Annual Report.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review the Company has not made any application, and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

48. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS:

During the FY 2024-25, there was no such instance.

49. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company always endeavors and provides conductive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. To facilitate the reporting of grievances, a physical complaint box has also been installed at all the Companys premises. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to address complaints of sexual harassment at the workplace and to ensure a safe, secure, and respectful working environment for all employees.

During the Financial Year 2024-25, the Company has not received any complaint of sexual harassment.

50. CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CFO of the Company has certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal

Control Systems for financial reporting for the financial year ended March 31, 2025 and the certificate forms part of the Corporate Governance Report.

51. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: SANSTAR) and BSE Limited (Scrip Code: 544217), where its securities are listed.

52. APPRECIATION:

The Board of Directors places on record its sincere appreciation for the unwavering support and continued cooperation extended by our banking partners. The Directors also express their heartfelt gratitude to all stakeholders including our valued customers, resolute employees, trusted vendors, esteemed consultants, and respected shareholders, whose steadfast confidence and contributions have been instrumental in the Companys growth journey. The Board is especially thankful for the overwhelming response received during the Companys Initial Public Offering (IPO), marking a significant milestone in our corporate evolution. We remain committed to upholding the trust placed in us and driving sustainable value for all stakeholders.

For and on behalf of the Board of Directors Sanstar Limited

Mr. Gouthamchand Sohanlal Chowdhary	Mr. Sambhav Gautam Chowdhary
Chairman and Managing Director	Joint Managing Director
DIN: 00196397	DIN: 01370802
Date: 14th August, 2025
Place: Ahmedabad