Starlite Components Ltd Directors Report

TO

THE MEMBERS,

STARLITE COMPONENTS LIMITED

The Resolution Professional has pleasure in presenting the 34th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year beginning from 1st April, 2024 and ended on 31st March, 2025.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

Starlite Components Limited is under Corporate Insolvency Resofution Process (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) pursuant to terms of Order passed by the Hon‘ble National Company Law Tribunal (NCLT), Mumbai Bench with effect from 29th January 2020. CA Naren Sheth was appointed as Interim Resolution Professional by NCLT vide its Order dated 29th January 2020. Its affairs, business and assets are being managed by the Interim Resolution Professional CA Naren Sheth who was appointed vide order dated 29 January 2020 by Honble NCLT, Mumbai Bench.

The NCLT vide an order has appointed Mr. Naren Sheth as the Interim resolution professional for the CIRP of the Starlite Components Limited. Further, First COC meeting held on 3rd March, 2020 in which Committee appointed Mr. Naren Sheth having IP Registration No "IBBI/IPA-001/IP-P00133/2017-18/10275” as the Resolution Professional with unanimous votes.

Pursuant to the ongoing CIRP process of the Company, CoC has unanimously approved Resolution Plan received from Solar Copyer Limited (“Resolution Applicant”) in the 4th CoC Meeting held on January 01, 2021. The company has submitted the CoC approved Resolution Plan to the Adjudicating Authority Honble NCLT for its approval. The Resolution Plan for the revival of the Company submitted by Resolution Applicant pursuant to provisions of Insolvency and Bankruptcy Code 2016 has been approved by the National Company Law Tribunal, Mumbai (“NCLT”) vide its Order dated M arch 14, 2024 (Order No. I.A. 1130/2021 IN C.P. No. IB- 3550/MB/2019)(“the Order”).

Under Section 17 of the Insolvency & Bankruptcy Code:

a. The management of the affairs of the company shall vest in the Interim Resolution Professional.

b. The powers of the Board of Directors shall stand suspended and be exercised by the Interim Resolution Professional.

c. The officers and managers of the company if any shall report to the Interim resolution professional and provide access to such documents and records of the company as may be required by the Interim Resolution Professional.

The financial institutions maintaining accounts of the company shall act on the instructions of the Interim Resolution Professional in relating to such accounts furnish all information relating to the company available with them to the Interim Resolution Professional.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the Financial year ended on 31st March 2025 is summarized below:

PARTICULARS	CURRENT YEAR (2024-25)	PREVIOUS YEAR (2023-24)
Revenue from operations	475.43	313.40
Other income	1.34	1.45
Total Income	476.77	314.85
Finance expenses	0.06	0.48
Depreciation	2.26	40.06
Total Expenses	481.76	289.57
Profit/(Loss) Before Tax	-4.99	25.48
Less: Current Tax	-	-
Less: Deferred Tax Liability	0.60	-
Profit/(Loss) after Tax	-5.59	1035.97

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

Due to tightened market conditions and slump in the sales of the products of the company over the period of time there has been a considerable increase in the turnover of the Company.

The balance sheet is showing Net Profit due to approval of Resolution plan by the Honble NCLT.

DIVIDEND:

In order to conserve resources for operational purposes and for further expansion of the business, your Directors have not recommended any dividend on the equity shares for the year under review.

CHANGE IN NATURE OF BUSINESS:

During the Period under review, there were no changes in nature of business of the company in the Financial Year 2024-25. Rather, the company did not do any business because it was in CIRP.

CHANGES IN SHARE CAPITAL:

At present the securities of the Company are listed on BSE Limited and the Shares of the Company were placed in Z category by BSE Limited.

During the year under review, the Authorized Share Capital of the Company was 1,80,00,000 Equity Shares of Rs.10/- each amounting to Rs.18,00,00, 000/-.Subscribed, Issued and Paid up Capital of the Company was 1,71,00,000 Equity Shares of Rs.10/- amounting to Rs.17,10,00,000/-.

DEPOSITS:

The company has not accepted any Deposits under Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. Neither, any deposit of previous years is unpaid or unclaimed during the financial year.

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:

During the period under review, CIRP process was initiated by the NCLT, Mumbai bench vide order dated 29th January, 2020 and during the year the business of the company was adversely effected and the financial position of the Company has affected due to no business activity.

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

The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future are already provided under the Auditors Report, kindly refer the Auditors report for details.

The Company is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code2016 (IBC) in terms of Order passed by the Hon‘ble National Company Law Tribunal (NCLT), Mumbai Bench with effect from January 29th, 2020.

M/s. Shree Enterprises one of the Operational Creditor had filed an application with Honble NCLT Mumbai for initiation of Corporate Insolvency resolution process against the Company u/s.9 of the Insolvency and Bankruptcy Code, 2016.The Honble NCLT Mumbai after hearing the application vide its order dated 29/01/2020 admitted the application of the said operational creditor for initiation of Corporate Insolvency resolution process (CIRP) and has appointed CA NarenSheth (Reg. No. Registration No.IP/P- 00133- IBBI/IPA-0013113- 1300133/2017-2018/10275) as Interim Resolution Professional (IRP).

Pursuant to the ongoing CIRP process of the Company, CoC has unanimously approved Resolution Plan received from Solar Copyer Limited (“Resolution Applicant”) in the 4th CoC Meeting held on January 01, 2021. The company has submitted the CoC approved Resolution Plan to the Adjudicating Authority Honble NCLT for its approval. The Resolution Plan for the revival of the Company submitted by Resolution Applicant pursuant to provisions of Insolvency and Bankruptcy Code 2016 has been approved by the National Company Law Tribunal, Mumbai (“NCLT”) vide its Order dated March 14, 2024 (Order No. IA 1130/2021 IN C.P. No. IB- 3550/MB/2019)(“the Order”).

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The company has not any joint ventures/ wholly-owned subsidiaries. However, the Company has Associate Named as Solar Copyer Limited (CIN:U21098MP1976PLC001379) is the parent company holds 28.71% shares in the Company.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, every company shall place a copy of the annual return on the website of the Company, if any, and the web- link of such annual return shall be disclosed in the Boards Report. Since, your Company is not required to maintain a website therefore there is no need to place/publish the same.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation	NIL
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	NIL

b) Technology Absorption:

Efforts made for technology absorption	NIL
Benefits derived	NIL
Expenditure on Research &Development, if any	NIL
Details of technology imported, if any	NIL
Year of import	NIL
Whether imported technology fully absorbed	NIL
Areas where absorption of imported technology has not taken place, if any	NIL

c) Foreign Exchange Earnings/ Outgo:

INR.

Earnings	0.00
Outgo	0.00

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the period under review, the company has not made any related party transactions with related parties as per Accounting Standard -18 and sub-section (1) of section 188 of the Companies Act, 2013.

RISK MANAGEMENT POLICY:

The Company does not have written Risk Management Policy as the elements of risk threatening the Companys existence is very minimal as the Company is being managed and closely supervised by Resolution Professional, the National Company Law Tribunal (“NCLT”) and the NCLT, Mumbai, vide order dated 29th January, 2020 (“Insolvency Commencement Order”)had initiated Corporate Insolvency Resolution Process (“CIRP”)against your Company, based on petition filed by the Operational Creditor under Section 9 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). The Company has not identified any element of risk which may threaten the existence of the Company.

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

The details of Directors, Key Managerial Personnel of the Company as at 31st March, 2025 are as follows:

Sr. No.	Name of Director	DIN	Date of Appointment
1.	Mahesh Bhagwandas Bakliwal*	00173691	26/12/2024
2.	Prabhu Shankarappa Biradar*	08871166	26/12/2024
3.	Mohit Gurnani*	10231994	26/12/2024
4.	Simoli Kalpesh Raval*	10350999	26/12/2024

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors of Company have confirmed and declared that they are not disqualified to act as Directors and fulfill the conditions and possess necessary qualifications as applicable to Independent Directors in compliance with the provisions of Section 149 of the Companies Act, 2013. The Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

The Company has received declarations from all these Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules issued thereunder.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 THE COMPANIES ACT, 2013:

The Company has not granted any loans or given guarantees - directly or indirectly to directors or any other person in whom directors are interested in contravention of Section 185 of the Companies Act, 2013. Accordingly, compliance under Section 185 and 186 of the Act in respect of providing securities is not applicable to the Company.

MANAGERIAL REMUNERATION:

No Managerial Remuneration is required to be disclosed in Boards Report as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS:

The Members of the Company at their 31st AGM held on September 26, 2022 have approved the appointment of M/s. Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W) as the Statutory Auditor of the Company for a period of 5(Five) consecutive year from the conclusion of the 31st AGM till the conclusion of 36th AGM of the company on such remuneration as may be mutually agreed by the Board and the Auditor.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away by Companies Amendment Act, 2017 vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of the appointment of Auditors, who were appointed in the Annual General Meeting, held on.

M/s. Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W), were appointed as the Statutory Auditors of the company in the 31st Annual General Meeting of the Company to hold the office upto the conclusion of 36th Annual General

Meeting.

The Auditors Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR IN THE AUDIT REPORT:

During the Financial Year, the Company was under CIRP and the Resolution Professional is unable to give any explanation on the qualification, reservation or Adverse Remarks or disclaimer made by the auditor in the Audit Report. However, audit report is itself explanatory to its qualification, reservation or Adverse Remarks or disclaimer.

SECRETARIAL AUDITORS:

The National Company Law Tribunal (“NCLT”), Mumbai, vide Order dated 29th January, 2020 (“Insolvency Commencement Order”) had initiated Corporate Insolvency Resolution Process (“CIRP”) against your Company.

The provisions of Section 204 of the Companies Act, 2013 are applicable to the Company. Mr. Naren Sheth, Resolution Professional of the Company had requested M/s Shivam Sharma & Associates, Company Secretary in Practice, for secretarial Audit and request was accepted by M/s Shivam Sharma & Associates, Company Secretary in Practice, therefore, the Resolution Professional had appointed M/s Shivam Sharma & Associates, Company Secretary in Practice, to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith marked as Annexure- I to this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION 12 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There were no frauds reported by auditors under sub-section 12 of Section 143 other than those which are reportable to the Central Government.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES:

No disclosures are required in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The term “Internal Financial Controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

But the Auditors have pointed out that internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A “MATERIAL WEAKNESS” exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements reported in paragraph and determining in the audit of the financial statements of the Company for the year ended March 31, 2024 and the material weaknesses do not affect our opinion on the Financial Statements of the Company.

The Management is of the opinion that the Company has adequate Internal Controls but it is needed to be further strengthened.

CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on corporate governance practices followed by the Company together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report marked as Annexure II.

DIRECTORS RESPONSIBILITY STATEMENT:

The clause related to the Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, are not applicable to Company as during the tear the Company was under CIRP.

In pursuant to the provisions of the Section 17 of the IBC, 2016, the powers of the board of directors of the Company (“Board of Directors”) shall stand suspended and the same have been vested with and are being exercised by the Resolution Professional.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE & (CSR) POLICY:

As per the criteria mentioned in sub-section 1 of Section 135 of Companies Act, 2013, the Company is not required to constitute CSR committee. Also, provisions relating to formulation of CSR (Corporate Social Responsibility) Policy are not applicable to the Company.

COMPOSITION OF THE AUDIT OF COMMITTEE

The Company fall in the provisions of Section 177 of Companies Act, 2013. Hence requirement of constitution of Audit Committee is applicable on the Company. However, the company has not constituted any Audit Committee.

COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE

The Company fall in the provisions of Section 178 of Companies Act, 2013. Hence requirement of constitution of Nomination and remuneration Committee is applicable on the Company. However, the company has not constituted any Nomination and remuneration Committee.

COMPOSITION OF THE STAKEHOLDER RELATIONSHIP COMMITTEE

The Company fall in the provisions of Section 178 of Companies Act, 2013. Hence requirement of constitution of Stakeholder Relationship Committee is applicable on the Company. However, the company has not constituted any Stakeholder Relationship Committee.

ESTABLISHMENT OF VIGIL MECHANISM:

The Company fall in the provisions of Section 177(9) & (10) of Companies Act, 2013. Hence requirement of establishing a vigil mechanism i.e. whistle blower policy is applicable on the Company. However, the company has established vigil mechanism.

DISCLOSURES UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under ?the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013. The company has in place an anti-sexual harassment policy in line with the requirements of sexual harassment of women at workplace (prevention, prohibition and redressal) act 2013. An internal committee has been setup to redress the complaints received regarding sexual harassment at work place. The following is the summary of sexual harassment complaints received and disposed of during thecurrent financial year.

Number of Complaints received: Nil Number of Complaints disposed of: Nil

DEMATERIALIZATION OF SHARES:

Shareholders are requested to convert their physical holding to demat /electronic form through any of the depository participants to avoid any possibility of loss, mutilation etc. Of physical share certificates and also to ensure safe and speedy transaction insecurities.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT:

No voluntary revision of Financial Statements or Boards report is needed. ACKNOWLEDGEMENT:

Your company takes this opportunity to thank all the shareholders of the company for their continued support. Resolution professional wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.

For Starlite Components Limited

(Company under CIRP)

Sd/-

Mr. Prabhu Shankarappa Biradar,

Director