Unistar Multimedia Ltd Directors Report

To,

The Members,

Unistar Multimedia Limited.

Your directors have great pleasure in presenting the 33rd Annual Report of the company together with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Revenue	4170.00	2630.30	4170.00	2,635.29
Total Expenditure	4112.17	2576.53	4112.17	2,580.43
Profit / (Loss) Before Taxes	57.79	53.77	57.79	54.86
Less:	15.47	18.70	15.47	18.70
a. Current Tax
b. Deferred Tax	(0.89)	0.01	(0.89)	0.01
c. Short/Excess Provision of tax	-	0.56	-	0.56
OCI that will not be reclassified to P&L	-	-	-	-
Profit / (Loss) After Taxes	43.21	34.50	43.21	35.59

2. DIVIDEND:

In view of the need to provide for further growth and building up of the financial health of the Company, your Directors do not recommend any dividend for the year ended March 31, 2024.

3. REVIEW OF BUSINESS OPERATION:

During the year under review, the Company has earned a consolidated revenue of 4170.00 Lakhs in FY 2023-24 as compared to previous years revenue of 2635.29 Lakhs. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company.

4. TRANSFER TO THE RESERVES:

During the year under review this item is explained under the head “Other Equity” forming part of the Balance Sheet, as mentioned in Note no. 09 of significant accounting policies and notes forming part of the financial statements.

5. CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there was no Change in the Nature of Business of the Company.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirm that

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure; b) appropriate accounting policies have been selected and applied consistently and have 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 or loss of the Company for that year; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 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.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, the Company was not required to transfer any funds to the Investor Education and Protection Fund as per the provisions of Section 125 of the Act.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report.

9. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of 10/- each.

10. SHARE CAPITAL

Authorized Capital:

The authorized share capital of the company at the end of the financial year is Rs. 51,00,00,000/- divided into 5,10,00,000 equity shares of Rs.10 each.

Issued, Subscribed and Paid-Up Share Capital:

The issued, subscribed and paid-up share capital of the Company stood at Rs. 25,00,07,000/- as on March 31, 2023 comprising of 2,50,00,700 Equity Shares of Rs.10/- each fully paid up.

Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arms length basis. All the related party transactions are part of the notes to accounts of the financial statements for F.Y. 2023-24. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arms Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arms length basis. Further, there were no related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no any materially significant related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement made by the Company which may have a potential conflict with the interest of the Company at large. The Board has formulated Policy on Related Party Transactions.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI LODR Regulations. The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website www.unistarmultimedia.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

Your Company has one Subsidiary named Saral Vanijya Private Limited and one Wholly Owned Subsidiary named DU Point Loyalty Distribution Private Limited.

Your company is neither having associate companies nor has entered into any joint ventures with any other company.

A statement in Form AOC-1 pursuant to the first proviso of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report.

13. CONSOLIDATED FINANCIAL STATEMENT:

Your Company has prepared consolidated financial statements attached and forms part of the Annual Report for FY 2023-24.

14. CORPORATE GOVERNANCE REPORT:

The provisions regarding Corporate Governance as contained in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are given by the Company forms part of this Directors Report.

15. LOANS, GUARANTEE AND INVESTMENT:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

16. PUBLIC DEPOSIT:

Your Company has not accepted any deposits from the public falling within the ambit of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

17. CONSERVATION OF ENERGY:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under.

(A) Conservation of Energy:

The production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:

(Rs. in Lakhs)

Sr. No.	Particulars	FY 2023-24	FY 2022-23
(a)	Earning (Collections) in foreign currency	Nil	5.94
(b)	Expenditure (Payments) in foreign currency	Nil	Nil

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sr. No.	Name	Designation	Date of Appointment	Date of Cessation
1.	Ms. Prapti Uday Shah	Independent Director & Chairman	June 29, 2021	--
2.	Ms. Priyanka Kishorkumar Sodagar	Independent Director	May 23, 2022	--
3.	*Mr. Shreyansh Bhupendra Bavishi	Non-Executive Non- Independent Director	September 03, 2021	January 31, 2024
4.	**Mr. Jagdishkumar Bhagvandas Patel	Non-Executive Director	February 17, 2022	January 31, 2024
5.	***Mr. Naman Bhanubhai Shah	Managing Director	September 1, 2023	November 11, 2023
6.	****Mrs. Alka Rajendra Mehta	Managing Director	November 10, 2023	--

*During the Year under review, Mr. Shreyansh Bhupendra Bavishi resigned from the post of Non-Executive Non-Independent Director as on January 31, 2024.

**Mr. Jagdishkumar Bhagvandas Patel appointed as Managing Director for the period of 5 years w.e.f. December 28, 2022 and further there is the Change in Designation of Mr. Jagdishkumar Bhagvandas Patel from Managing Director to Non- Executive Director w.e.f. September 1, 2023.

There is the Change in Designation of Mr. Jagdishkumar Bhagvandas Patel from Managing Director to Non- Executive Director w.e.f. September 1, 2023. Further Mr. Jagdishkumar Bhagvandas Patel and Resigned from the said post as on January 31, 2024.

***Mr. Naman Bhanubhai Shah resigned from the said post of Managing Director with effect from November 11, 2023.

****Mrs. Alka Rajendra Mehta appointed as Managing Director with effect from November 10, 2023

During the year under review, the Company has following personnel as the Key Managerial Personnel (KMP) pursuant to the provisions of Section 203 of the Companies Act, 2013:

Sr. No.	Name	Designation	Reason for Change	Date of Appointment/Resignation
1	*Mr. Jagdishkumar Bhagvandas Patel	Interim Compliance Officer	Appointment and Resignation	October 8, 2022 and June 28, 2023 respectively
2	Ms. Srishti Jain	Company Secretary	Appointment	June 29, 2023
3	**Mr. Naman Bhanubhai Shah	Managing Director	Appointment and Resignation	September 1, 2023 and November 10, 2023 respectively
4	***Mr. Ayush Thapa	Chief Financial Officer	Removal	October 28, 2023
5	****Mrs. Alka Rajendra Mehta	Managing Director	Appointment	November 10, 2023
6	*****Mr. Yogeshkumar Jeshingbhai Shah	Chief Financial Officer	Appointment	November 28, 2023
7	******Ms. Srishti Jain	Company Secretary	Resignation	December 18, 2023
8	*******Darshita Bipinchandra Shah	Company Secretary	Appointment	October 17, 2024

*Appointment of Mr. Jagdishkumar Bhagvandas Patel (DIN: 08038830), Director of the Company as Interim Compliance Officer of the Company with effect from October 8, 2022 and Resigned from the said post as on June 28, 2023.

There is the Change in Designation of Mr. Jagdishkumar Bhagvandas Patel from Managing Director to Non- Executive Director w.e.f. September 1, 2023.

**Mr. Naman Bhanubhai Shah appointed as a Managing Director with effect from September 1, 2023 and resigned with effect from November 10, 2023.

***Mr. Ayush Thapa who is appointed as Chief Financial Officer as on September 3, 2021 was removed from the said post with effect from October 28, 2023.

**** Mrs. Alka Rajendra Mehta appointed as Managing Director with effect from November 10, 2023

*****Mr. Yogeshkumar Jeshingbhai Shah appointed as Chief Financial Officer with effect from November 28, 2023.

****** Ms. Srishti Jain resigned from the post of Company Secretary and Compliance Officer with effect from December 18, 2023.

******* Darshita Bipinchandra Shah appointed as Company Secretary and Compliance Officer with effect from October 10, 2024.

19. DISCLOSURE BY INDEPENDENT DIRECTORS:

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

The Board has reviewed integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year; and The Board has confirmed that the independent directors fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of Directors individually through internally developed questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Non-Executive Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

21. MEETING OF THE BOARD OF DIRECTORS:

Composition of the Board of Directors of the Company is in conformity with the requirements of Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meets at regular intervals to discuss on Companys Business policy/strategy apart from other business of the Board. The Board of Directors duly met 10 (Ten) times during the financial year 2023-24 on April 10, 2023, June 23, 2023, June 29, 2023, August 15, 2023, September 1, 2023, October 28, 2023, November 2, 2023, November 10, 2023, November 28, 2023 and February 13, 2024.

22. COMMITTEES OF THE BOARD:

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Director Report” and “Corporate Governance Report”, as a part of this Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the financial year under review, the provisions related to CSR were not applicable to the Company.

24. RISK MANAGEMENT:

The management continuously assess the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

25. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act,2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as “Annexure-A”.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors Report for the year ended 31st March, 2024 is given in a separate annexure to this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013.

26. CORPORATE GOVERNANCE REPORT:

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors Certificate regarding Compliance to Corporate Governance requirements are attached as “Annexure B And Annexure-G” forming part of this Directors Report.

27. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS: with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated nomination and remuneration policy to provide a framework for remuneration of members of the Board and Senior Management Personnel of the Company.

No changes were made to the nomination and remuneration policy during the financial year under review. The NRC Policy can be accessed on the website of the Company at www.unistarmultimedia.in.

28. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) POLICY:

During the financial year under review, the provisions related to CSR were not applicable to the Company.

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has adopted a whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct. The policy provides direct access to the chairman of the audit committee to the whistleblowers. No one was denied access to the same. The Policy is disclosed on the website of the Company at www.unistarmultimedia.in.

30. AUDITORS:

Statutory Auditors

M/s. S.D. Mehta and Co., Chartered Accountants having FRN: 137193W were appointed in the AGM of 2021-22 for period of 5 years to hold the office till the conclusion of 36th Annual General Meeting of the Company. During the year, M/s. S.D. Mehta and Co., Chartered Accountants was resigned with effect from January 31, 2023 and M/s. Rajendra J. Shah & Co. (FRN: 108369W), Chartered Accountants, appointed as Statutory Auditors of the Company, to fill the casual vacancy caused by the resignation of M/s S.D. Mehta & Co., Chartered Accountants, w.e.f. May 5, 2023.

However, M/s. Rajendra J. Shah & Co. (FRN: 108369W), Chartered Accountants has tendered their resignation on August 04, 2023.

M/s. Manoj Acharya & Associates (FRN: 0114984W), Chartered Accountants appointed as the Statutory Auditors of the Company on September 1, 2023, Subject to approval of members in 32nd Annual General Meeting of the company to fill the casual vacancy caused due to resignation of M/s. Rajendra J. Shah & Co., Chartered Accountants w.e.f August 04, 2023.

However, M/s. Manoj Acharya & Associates (FRN: 0114984W), Chartered Accountants has tendered their resignation on October 27, 2023

S. P. Patel & Co. (FRN: 144411W), Chartered Accountants, Ahmedabad appointed as the Statutory Auditors of the Company, Subject to approval of members in 32nd Annual General Meeting of the company, to fill the casual vacancy caused due to resignation of M/s. Manoj Acharya & Associates, Statutory Auditors dated October 28, 2023 and has tendered their resignation on March 16, 2024.

Further, M/s. N.C. Rupawala and Co., Chartered Accountants (FRN: 125757W) are appointed as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting of the Company, at such remuneration (exclusive of applicable taxes and reimbursement of out of pocket expenses) as shall be fixed by the Board of Directors of the Company from time to time in consultation with them.”

Internal Auditor

During the year under review, Bhaveshkumar and Company, Chartered Accountants (FRN: 135873W) have been appointed as the Internal Auditors of the Company for the financial year 2023-24. However, they provided their resignation with effect from December 22, 2023.

Your Company is in process to appoint a suitable and qualified Chartered Accountant as its Internal Auditor. As company needs an internal Auditor who will take care of the internal audit and controls, systems and processes in the Company. Meanwhile your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Deepti & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

A Secretarial Audit Report in Form MR-3 given by M/s Deepti & Associates, Practicing Company Secretaries has been provided in an “Annexure-C” which forms part of the Directors Report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

Observation
Non-compliance of Section 138 of Companies Act 2013, as the company has not appointed Internal Auditor of the company;	The Board of Directors of your Company would like to explain on the said observation relating to non-appointment of Internal Auditor that the Board of your company shall appoint Internal Auditor as soon as they find a proper responsible person for such post.
Non-compliance of Section 139(6) of Companies Act 2013 as the Company had not appointed Statutory Auditor within 30 Days of resignation of M/s. S.P. Patel & Co., however the Company have appointed M/s. N.C. Rupawala and Co. w.e.f., October 15, 2024	The Board of Directors of your Company would like to explain on the said observation relating to non-appointment Statutory Auditor within 30 Days of resignation of M/s. S.P. Patel & Co, that the Board of your company were in search to find a proper responsible person for such post.
Non-compliance of Section 96(1) of Companies Act 2013 as the Company have not held its Annual General Meeting within a period of six months from the date of closing of the financial year of the company;	Due to inadvertence the Company could not held the Annual General Meeting within prescribed time limit.
Non-appointment of Company Secretary as per Section 203 of Companies Act, 2013 till 17th October, 2023;	The Board of Directors of your Company would like to explain on the said observation relating to non-appointment of Company Secretary within prescribed time limit that the Board of your company were in search to find a proper responsible person for such post.
As per Section 92 of Companies Act 2013 read with Rule 11 of The Companies (Management and Administration) Rules, 2014, the Company has not filed MGT 7 for FY 2022-23 within stipulated time.	Due to inadvertence the Company could not file MGT 7 for FY 2022-23 within prescribed time limit.
Non- Compliance in the composition of Nomination & Remuneration Committee as per Section 178 of Companies Act, 2013;	After the resignation of Mr. Shreyansh Bavishi (DIN: 06408477), Non- Executive Non- Independent Director as on January 31, 2024, Composition of Nomination and remuneration committee does not comply with Section 178 of Companies Act, 2013. Further, The Company has appointed directors on the Board as on June 21, 2024 for complying the said regulations.
Delay in submission of Share Holding Patter for December, 2023 Quarter as per Regulation 31(1)(b) of SEBI (LODR), 2015 within stipulated time i.e., 21 Days from end of the Quater;	The abundant Precaution will be taken for timely submission to the Exchanges.
Delay in submission of Reconciliation of Share Capital Audit Report for December, 2023 Quarter as per Regulation 76 of SEBI (Depositories and Participants) Regulation, 2018 within stipulated time i.e., 30 Days from end of the Quater;	The abundant Precaution will be taken for timely submission to the Exchanges.
Delay in submission of Certificate Under Regulation 74(5) SEBI (Depositories and Participants) Regulation, 2018 of for December, 2023 Quarter within stipulated time i.e., 15 Days from end of the Quater;	The abundant Precaution will be taken for timely submission to the Exchanges.
Delay in submission of Corporate Governance Report for December, 2023 Quarter as per Regulation 27(2) of SEBI (LODR), 2015 within stipulated time i.e., 21 Days from end of the Quater;	The abundant Precaution will be taken for timely submission to the Exchanges.
Delay in submission of Standalone and Consolidated Financial Results for March, 2023 Quarter as per Regulation 33 of SEBI (LODR), 2015 within stipulated time i.e., 60 Days;	The abundant Precaution will be taken for timely submission to the Exchanges.
Delay in submission of Standalone and Consolidated Financial Results for June, 2023 Quarter as per Regulation 33 of SEBI (LODR), 2015 within stipulated time i.e., 45 Days;	The abundant Precaution will be taken for timely submission to the Exchanges.
Delay in submission of Standalone and Consolidated Financial Results for September, 2023 Quarter as per Regulation 33 of SEBI (LODR), 2015 within stipulated time i.e., 45 Days;	The abundant Precaution will be taken for timely submission to the Exchanges.
Non-Publication of the Financial Results of the Company for December, 2023 Quarter as per Regulation 47 of SEBI (LODR), 2015 within stipulated time i.e., 48 Hours form date of approval of Results;	The Abundant precaution will be taken for timely submission to the Exchanges.
Non-submission of the Prior Intimation for approval of Financial Results of the Company for June, 2023 and September, 2023 Quarter as per Regulation 29 of SEBI (LODR), 2015;	The abundant Precaution will be taken for timely submission to the Exchanges.
Non-appointment of Company Secretary as Compliance officer as per Regulation 6 of SEBI (LODR), 2025 till 17th October, 2023;	The Board of Directors of your Company would like to explain on the said observation relating to non-appointment of Company Secretary within prescribed time limit that the Board of your company were in search to find a proper responsible person for such post.
Delay in submission of Annual Secretarial Compliance Report as per Regulation 24A of SEBI (LODR), 2015 within stipulated time i.e., 60 Days from end of Financial Year;	The abundant Precaution will be taken for timely submission to the Exchanges.
Non- Compliance in the composition of Nomination & Remuneration Committee as per Regulation 19(1) of SEBI (LODR) 2015;	After the resignation of Mr. Shreyansh Bavishi (DIN: 06408477), Non- Executive Non- Independent Director as on January 31, 2024, Composition of Nomination and remuneration committee does not comply with Regulation 19(1) of SEBI (LODR) Regulations, 2015. Further, The Company has appointed directors on the Board as on June 21, 2024 for complying the said regulations.
Non- Submission of Intimation regarding resignation of Statutory auditor under Regulation 30 of SEBI (LODR), 2015;	The abundant Precaution will be taken for timely submission to the Exchanges.
Non-Compliance under Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulation, 2015 as the Company has not installed Structural Digital Database (“SDD”) software and relevant entries were not made;	The Company is in process to re-install the SDD Software and abundant Precaution will be taken for timely compliance.
Delay in submission of Financial Results of December, 2023 Quarter in XBRL Mode as per DCS/COMP/28/2016-17 on Thursday, 30th March, 2017 within stipulated time i.e., 48 Hours form publication of financial Results;	The abundant Precaution will be taken for timely submission to the Exchanges.
Delay in submission of reason for Delay in submission of Financial Results of March, 2024 and June, 2023 Quarter as per SEBI Circular CIR/CFD/CMD-1/142/2018 dated November19,2018 within stipulated time i.e., 1 working day from the due date of the results;	The abundant Precaution will be taken for timely submission to the Exchanges.
Non-Compliance of Regulation 17(1C) of SEBI (LODR), 2015 for appointment of Mrs. Alka Rajendra Mehta as Managing Director of the Company as the approval of the Shareholders was not taken within 3 months from the appointment by the Board;	Due to inadvertence the Company could not comply the same.
Delay in submission of Financial Results of December, 2023 Quarter in XBRL Mode as per DCS/COMP/28/2016-17 on Thursday, 30th March, 2017 within stipulated time i.e., 48 Hours form publication of financial Results;	The abundant Precaution will be taken for timely submission to the Exchanges.
Non-Compliance of the regulation 46(1)and 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which stipulates that a listed entity shall maintain a functional website containing the basis information about listed entity, however the Company does not maintain its website	The abundant Precaution will be taken for timely submission to the Exchanges.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report has been provided in an “Annexure-D”.

Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2023-24.

31. AUDITORS REPORT:

The observations made by the Auditors are self-explanatory and have also been explained in the notes forming part of the accounts, wherever required.

32. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNAL:

No such order was passed by any of the authorities, which impacts the going concern status and companys operations in future.

33. EXTRACT OF ANNUAL RETURN:

Pursuant to the Notification dated 28th August, 2020, Extract of Annual Return provided in Section 92(3) read with Section 134(3)(a) of the Act in Form MGT-9 is placed on the website of the Company. The Annual Return as on March 31, 2024 is available on the Companys website on www.unistarmultimedia.in.

34. VIGIL MECHANASIM:

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, to enable Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism. The vigil mechanism is implemented through Companys whistle blower policy adopted by the Board of Directors and the same is hosted on the Company www.unistarmultimedia.in.

35. INTERNAL CONTROL SYSTEMS AND ADEQUACY:

Internal control systems and procedures in the Company are commensurate with the size and the nature of Companys business and are regularly reviewed and updated by incorporating changes in regulatory provisions in order to safeguard the assets and to ensure reliability of financial reporting.

36. FRAUD REPORTING:

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors.

37. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

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) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, on probation, contractual, temporary, and employees on third party payroll) are covered under this Policy. During the year under review, no complaint with allegations of sexual harassment was filed during the year under review under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and as of 31st March, 2024, no complaint was pending.

38. CAUTIONARY STATEMENT:

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

39. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review: a. Material changes and/ or commitments that could affect the Companys financial position, which have occurred between the end of the financial year of the Company and the date of this report. b. Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Companys operations in future. c. Frauds reported as per Section 143(12) of the Companies Act, 2013. d. The 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; and e. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

40. ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys Endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

By the Order of Board of Directors	Registered Office:
For Unistar Multimedia Limited	SH 187, Powai Plaza MTRII CST NS
	Hiranandani Business Park, Powai Mumbai
	400076
	CIN: L07295MH1991PLC243430
Sd/-	Website: www.unistarmultimedia.in.
Alka Rajendra Mehta	E-mail: unistar.multi2022@gmail.com
Managing Director
DIN: 03306793
Date: February 06, 2025
Place: Mumbai