Starlog Enterprises Ltd Directors Report

Dear Members,

The Board of Directors of Starlog Enterprises Limited is pleased to present the 42 nd (Forty Second) Annual Report on the business operations and state of a_airs of the Company together with the Audited (Standalone and Consolidated) Financial Statements of the Company for the Financial Year ended March 31, 2026.

Financial Results:

The summary of the financial performance of the Company on a standalone basis, for the Financial Year 2025-26 as compared to the previous Financial Year 2024-25 is as follows: (Rs. in Lakhs)

Particulars	Standalone
	2025-26	2024-25
Gross Receipts	789.73	1,208.03
Gross Profit before Interest and Depreciation	(413.71)	261.36
Less: Interest	69.99	114.51
Less: Depreciation	242.01	327.74
Loss Before Tax	725.71	180.89
Add/(Less): Tax Expense	(4.38)	-
Exceptional Item	(134.70)	2,887.26
Profit/(Loss) After Tax	(864.79)	2,706.37
Cash Profit	(488.08)	146.85

The summary of the financial performance of the Company on a consolidated basis, for the Financial Year 2025-26 as compared to the previous Financial Year 2024-25 is as follows: (Rs. in Lakhs)

Particulars	Consolidated
	2025-26	2024-25
Gross Receipts	1070.29	1,463.07
Gross Profit before Interest and Depreciation	(618.08)	281.01
Less: Interest	126.07	100.97
Less: Depreciation	392.77	434.21
Loss Before Tax	1136.92	254.17
Add/(Less): Tax Expense	(35.82)	(25.48)
Exceptional Item	(171.02)	2,887.26
Profit/(Loss) After Tax	(1343.76)	2,607.61
Cash Profit	(744.15)	180.04

Brief Profile

Starlog is in the equipment rental business, incorporated in 1983. Starlog plans to invest in specialised equipment to meet Indias growing needs for energy, infrastructure and natural resources.

Changes in the nature of the business:

During the financial year under review, there were no changes in the nature of the business.

Operating Results and Business Review:

During the year under review, your Company recorded Gross Receipts of Rs. 7.89 Crores vis-à-vis Rs. 12.08 Crores in the previous year. Your Company has incurred loss of Rs. 8.65 Crores vis-à-vis profit of Rs. 27.06 Crores in the previous year.

Dividend:

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfer to Reserves:

During the year under review, the Company has not transferred any amount to the General Reserve.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) are given in the Notes to the Accounts of the Standalone Financial Statements which forms part of the Annual Report.

Significant and Material Orders passed by the Regulators or Courts:

During the year under review, the Company received an Adjudication Order dated September 29, 2025 from the Securities and Exchange Board of India (SEBI) in respect of certain alleged non-compliances under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Prohibition of Insider Trading) Regulations, 2015 and other allied regulations pertaining to earlier financial years. The Company has challenged the said Order before the Honble Securities Appellate Tribunal (SAT). Vide its order dated November 21, 2025, SAT has granted stay on the operation and effect of the SEBI Order and the matter is currently pending adjudication before SAT. The Company does not expect any material adverse impact on its operations arising from the said matter. The details of the aforesaid Order and subsequent developments have been duly disclosed to BSE Limited in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board believes that the Company has a strong case on merits and will continue to take appropriate steps to protect the interests of the Company and its stakeholders.

Extract of Annual Return:

In accordance with the Act, the annual return in the prescribed format is available on the website of the Company at www. starlog.in.

Board Meetings and Attendance:

The Board of Directors met 9 (nine) times during financial year 2025-26 viz. April 07, 2025; April 29, 2025; May 12, 2025; July 04, 2025; August 01, 2025; August 26, 2025; November 04, 2025; January 22, 2026 and January 28, 2026 respectively. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. Other Additional details of the Directors, their meetings, attendance etc. have been given in the Corporate Governance Report in Annexure A which forms a part of this Annual Report.

Authorised Share Capital:

During the financial year under review, there was no change in the Authorised Share Capital of the Company.

Paid-up Share Capital:

During the financial year under review, the Paid-up Share Capital of the Company has increased from Rs. 11,96,69,850/- (Rupees Eleven Crore Ninety-Six Lakhs Sixty-Nine Thousand Eight Hundred and Fifty Only) divided into 1,19,66,985 (One Crore Nineteen Lakhs Sixty-Six Thousand Nine Hundred and Eighty-Five) fully paid-up Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 14,96,69,850/- (Rupees Fourteen Crore Ninety-Six Lakhs Sixty-Nine Thousand Eight Hundred and Fifty Only) divided into 1,49,66,985 (One Crore Forty-Nine Lakhs Sixty-Six Thousand Nine Hundred and Eighty-Five) fully paid-up Equity Shares of Rs. 10/- (Rupees Ten only) each.

The Company has made the allotment of 30,00,000 Equity Shares on Preferential Basis, as stated hereunder:

Sr. No. Date of Allotment	Type of Allotment	Issue Price (In Rs.) per Equity Share	No. of Equity Shares Allotted
1. April 07, 2025	The allotment was made on a preferential basis for cash consideration to Yellowstone Investments.	50	30,00,000

Details of Directors and Key Managerial Personnels:

As on March 31, 2026, the Board of Directors of your Company comprises of 7 (seven) Directors comprising of a Managing Director & Chief Executive O_icer (CEO), Whole-time Director & Chief Financial O_icer (CFO), a Whole-time Director and 4 (four) Non-Executive Independent Directors (including 1(One) Woman Independent Director). The constitution of the Board of the Company is in accordance with requirements of Section 149 of the Act and Regulation 17 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

Following are changes in the Directors/Key Managerial Personnel during the year under review: a) Mr. Raj Manek (DIN: 10997941) was appointed as an Additional Director (Whole-time Director) and Chief Financial O_icer (CFO) of the Company with e_ect from March 13, 2025, for a term of three (3) years, subject to approval of shareholder. Subsequently, the shareholders approved his appointment as Whole-time Director and Chief Financial O_icer at the 41st Annual General Meeting held on June 12, 2025. b) Ms. Gunjan Sanghavi was appointed as Company Secretary and Compliance O_icer w.e.f. April 07, 2025. c) Ms. Gunjan Sanghavi resigned from the position of Company Secretary and Compliance O_icer w.e.f. July 03, 2025 due to personal reasons. d) Ms. Bhoomi Momaya was appointed as Company Secretary and Compliance O_icer w.e.f. July 04. 2025. e) Ms. Mita Namonath Jha (DIN: 07258314) ceased to be an Independent Director of the Company pursuant to her demise w.e.f. December 21, 2025. f) Mr. Pratik Kabra (DIN: 10709044) was appointed as Additional Director (Independent and Non-Executive) w.e.f. January 23, 2026. Subsequently, shareholders approved his appointment as an Independent Director through Postal Ballot on April 22, 2026, for a term of five consecutive years from January 23, 2026 to January 22, 2031. g) Ms. Megha Sekharan (DIN: 07133577) was appointed as Additional Director (Independent and Non-Executive) w.e.f. January 23, 2026. Subsequently, shareholders approved her appointment as an Independent Director through Postal Ballot on April 22, 2026, for a term of five consecutive years. h) Ms. Bhoomi Momaya resigned from the position of Company Secretary and Compliance O_icer w.e.f. March 21, 2026, to pursue opportunities outside the organization. Following are changes in the Directors/Key Managerial Personnel after the close of FY 2025-26: a) Ms. Kashish Kesharwani was appointed as Company Secretary and Compliance O_icer of the Company w.e.f. May 27, 2026. b) Mrs. Edwina Dsouza (DIN: 09532802) resigned from the position of Whole-time Director of the Company w.e.f. May 17, 2026 due to personal reasons. c) Mr. Seshadri (DIN: 08449681) resigned from the position of Independent Director of the Company w.e.f. June 12, 2026 due to age and health priorities.

Retirement by Rotation:

Mr. Raj Manek (DIN: 10997941), Whole-Time Director and Chief Financial O_icer of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with the required details are stated in the Notice of the 42 nd AGM.

Declaration given by Independent Directors under Section 149(6) of the Act:

All independent directors of the Company have submitted the requisite declarations confirming their ongoing compliance with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulation. Furthermore, they have a_irmed their adherence to the Code of Conduct outlined in Schedule IV of the Act. These declarations include confirmations that they are not barred from holding the o_ice of director by any SEBI order or any other authoritative body and have maintained their registration with the database of the Indian Institute of Corporate A_airs (IICA). The Board based on thorough evaluation, is of the opinion that all independent directors consistently demonstrate integrity, expertise, and experience, significantly contributing to the governance of the Company. Additionally, all directors of the Company have confirmed that there are no disqualifications against them for appointment as directors, in accordance with Section 164 of the Act.

Committees of the Board:

The detailed information with respect to the Committees of the Board is provided in the Report of Corporate Governance which forms part of this Annual Report.

Board Evaluation:

The Nomination and Remuneration Committee and the Board of Directors have carried out the annual performance evaluation of all the Directors including Independent Directors, Non-executive non-Independent Directors and Managing Director and the Board as a whole (including the Committees). Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out a formal review for evaluation of its own performance and the directors individually. The performance of the Board was evaluated on the basis of criteria such as the Board composition and structure, e_ectiveness on processes, participation in assessment of annual operating plan, risks etc. The individual directors are evaluated on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year.

Familiarization Programme of Independent Directors:

Your Company has framed various programs to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company to enable them to contribute effectively. The Independent Directors are apprised on various aspects such as business models, new business strategies and initiatives by business leaders, risk minimization procedures, recent trends in technology, changes in domestic/overseas industry scenario, digital transformation, and other regulatory regime affecting the Company. These meetings also facilitate Independent Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business. The details of the familiarization Programme are also available on the website of the Company at https:// starlog.in/corporate-policies/

Nomination and Remuneration Policy:

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on website of the Company.

Directors Responsibility Statements:

Pursuant to the requirements under Section 134(3) (c) of Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that: a) in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable accounting standards had been followed and no material departures have been made for the same; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2026 and of loss of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts for the year ended March 31, 2026 on a going concern basis; e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors Appointment:

Upon completion of the term of five (5) consecutive years of M/s. Gupta Rustagi & Co., Chartered Accountants (Firm Registration No. 128701W), the erstwhile Statutory Auditors of the Company, and pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at the 41st Annual General Meeting appointed M/s. Bhattacharya Das and Co., Chartered Accountants (Firm Registration No. 307077E), as the Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of the 41st Annual General Meeting until the conclusion of the 46th Annual General Meeting.

The Company has received the eligibility certificate from the Statutory Auditors confirming that they are not disqualified from continuing as an Auditors of the Company. The Auditors Report is annexed to the Financial Statements and does not contain any qualifications, reservations, adverse remarks or disclaimers and is unmodified. The Statutory Auditors have drawn attention to certain matters through Emphasis of Matter paragraphs in their report. The relevant notes to the financial statements adequately explain these matters and therefore do not call for any further comments from the Board.

Secretarial Auditor and its Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had appointed Mr. Ritul Parmar, Practising Company Secretary, Navi Mumbai (Membership No. F13125, Certificate of Practice No. 14845, Peer Review Certificate No. 2586/2022), as the Secretarial Auditor of the Company for a period of five consecutive years commencing from FY 2025-26 up to FY 2029-30.

Accordingly, Mr. Ritul Parmar, Practising Company Secretary, conducted the Secretarial Audit of the Company for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year ended March 31, 2026, is annexed to this Report as Annexure B .

The Secretarial Audit Report does not contain any qualification, reservation or disclaimer.

However, the Secretarial Auditor has drawn attention to the Adjudication Order dated September 29, 2025 passed by the Securities and Exchange Board of India (SEBI) in relation to certain alleged non-compliances pertaining to earlier financial years. The Company has challenged the said Order before the Honble Securities Appellate Tribunal (SAT), which has granted a stay on the operation of the Order. The matter is presently sub-judice before SAT.

Further, pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of Material Subsidiaries, for the Financial Year 2025-26 form part of this Annual Report and are annexed hereto as Annexure C.

Reporting of Frauds:

During the year under review, pursuant to the provisions of the Section 143(12), the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its o_icers or employees.

Related Party Transactions:

In terms of the Listing Regulations, the Board of Directors of your Company have devised a policy on dealing with Related Party Transactions. The policy may be accessed on the website of the Company at the web-link https://starlog.in/ corporate-policies/ All the transactions entered by the Company during the financial year under review with the related parties referred to in Section 188 of the Act were in the ordinary course of the business and on the arms length basis and are reported /stated in the Notes to the Accounts of the Standalone Financial Statements of the Company which forms part of the Annual Report. Accordingly, the disclosure of Related Party Transactions as required under Section 134 of the Act is not applicable.

Corporate Social Responsibility:

Provisions of Section 135 of the Act with regard to Corporate Social Responsibility (CSR) are not applicable to the Company.

Business Risk Management:

TheCompanyisawareoftherisksassociatedwiththebusiness. It regularly analyses and takes corrective actions for managing / mitigating the same. The requirements of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with regard to the constitution of a Risk Management Committee are not applicable to our Company.

Vigil Mechanism/Whistle Blower Policy:

The Company has framed a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company, https://starlog.in/corporate-policies/

The Vigil Mechanism enables the Directors, employees and all stakeholders of the Company to report genuine concerns and provides for adequate safeguards against victimization of person who use Vigil Mechanism and also makes provision for direct access to the Chairperson of the Audit Committee.

Consolidated Financial Statements:

The Annual Audited Consolidated Financial Statements are based on the Financial Statements received from Subsidiaries as approved by their respective Board of Directors and have been prepared in accordance with Indian Accounting Standards (Ind AS) which have been notified by the Ministry of Corporate A_airs from time to time and form part of this Annual Report.

Corporate Governance:

The Company has complianed with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in the Listing Regulations. The Corporate Governance Report is enclosed as a part of the Annual Report along with the certificate from the Secretarial Auditor Mr. Ritul Parmar, Practicing Company Secretary confirming compliance of the code of Corporate Governance as stipulated Para E of Schedule V of the Listing Regulations.

Material Changes and Commitments:

There have been no material changes and commitment a_ecting the financial position of the Company which have occurred between the end of the Financial Year 2025-26 of the Company to which the financial statements relate and the date of this report.

Report on the performance and financial Position of each of the Subsidiaries, Associates and Joint Venture Companies in terms of Rule 8(1) of Companies (Accounts) Rules, 2014: The Company has the following subsidiaries:

1 Starport Logistics Limited

2 Starlift Services Private Limited

3 Kandla Container Terminal Private Limited

The following are Associates of the Company:

1 Southwest Port Limited

2 Alba Asia Private Limited

3 West Quay Multiport Private Limited

Alba Asia Private Limited holds 99.915% of total share capital and controls the Board of Directors of West Quay Multiport Private Limited, Hence, Alba Asia Private Limited is holding company of West Quay Multiport Private Limited in term of Act. The report on the highlights of performance of subsidiaries & associates and their contribution to the overall performance of the company is attached to this Annual Report in the form AOC-1.

Cost records and cost audit:

The Company is neither required to maintain Cost Records nor required to appoint Cost Auditor pursuant to Section 148 of the Act and rules framed thereunder.

Internal Control Systems:

Your Company has in place adequate internal financial control system commensurate with the size of its operations. During the year under review, no material or serious observation has been received from the Auditors of your Company citing ine_iciency or inadequacy of such controls. An extensive internal audit is carried out by M/s. Rahul D. Shah & Co., Chartered Accountants (Firm Registration No. 145942W), Internal Auditors of the Company

Ratios of Remuneration to Each Director:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, (Rules) 2014, as amended from time to time, forms part of the Annual Report as Annexure D . The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules is provided in a separate section forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection.

Issue of sweat equity shares/issue of shares with differential rights/issue of shares under employee s stock option scheme:

The Company has not issued any sweat equity shares/ Issue of Shares with Di_erential Rights/Issue of Shares under Employees stock option scheme during the year under review i.e., 2025-26.

Disclosure on purchase by company or giving of loan by it for purchase of its shares:

The Company has neither purchased nor given any loan to anyone for purchase of its shares.

Buy Back of Shares:

The Company has not considered any proposal for buyback of shares during the year under review.

Management Discussion and Analysis:

As per the requirement of Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the events, which have taken place and the conditions prevailed, during the period under review, are enclosed in Annexure E to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required in terms of Section134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure F . Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) is in place for all works and o_ices of the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are supposed to adhere to and conduct themselves as prescribed in this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26 No of complaints received : Nil No of complaints disposed of : Nil Number of complaints pending for more than : Nil 90 days

Green Initiative:

Your Company has taken the initiative of going green and minimizing the impact on the environment by circulating the copy of the Annual Report in electronic format to all members whose email addresses are available with the Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.

Investor Education and Protection Fund (IEPF):

The Company was not required to transfer any amount to the Investor Education and Protection Fund established by the Central Government (IEPF) during the financial year 2025-26.

Compliance with Secretarial Standards:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Public Deposits:

During the financial year under review, your Company has neither invited nor accepted any deposits from the public, in accordance with Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

One-time settlements with banks or financial institutions:

There was no instance of one-time settlement with any Bank or Financial Institutions during the Financial Year under review.

Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report under the Listing Regulations is not applicable to the Company.

Internal Audit Report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s. Rahul D. Shah & Co., Chartered Accountants (Firm Registration No. 145942W) was appointed as the Internal Auditors of the Company for the Financial Year 2025-26. The Internal Audit Report for the financial year ended March 31, 2026, as received from M/s. Rahul D. Shah & Co, Chartered Accountants (FRN: 145942W), Internal Auditors was presented before Audit Committee. There are no material adverse comments or observations by the Internal Auditor.

Disclosure under Maternity Benefit Act, 1961

The Company has complied with the applicable provisions relating to the Maternity Benefit Act, 1961 for FY26 and has established a systematic mechanism to ensure continued adherence to the statutory requirements.

Acknowledgement:

Your Directors would like to express their sincere appreciation for the support and co-operation extended by bankers, financial institutions, regulatory bodies, government authorities, shareholders and specifically the contribution made by the employees of the Company in the operations of the Company during the year under review. Your Directors look forward to their continued support.

For and on behalf of Board of Directors
Starlog Enterprises Limited

Saket Agarwal	Raj Manek
Managing Director &	Whole-time Director &
Chief Executive Officer	Chief Financial Officer
DIN: 00162608	DIN:10997941

Place: Mumbai
Date: July 15, 2026