Your directors are pleased to present their 26^th Annual Report on the business and
operations of the company together with the Audited Financial Statements for the
Financial Year ended on March 31, 2025.

FINANCIAL RESULTS:

Your Company’s performance for the year ended on 31^st March, 2025, is summarized
as under:

(Rupees in Lakhs)

OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Highlights of Company’s performance for the year ended on March 31, 2025:

> Total Revenue from Operations decreased from Rs.50.16 Crores of previous
F.Y.2023-24 to Rs.48.38 Crores in the year under Report

> Total Expenses has increased from Rs.46.81Crores of previous F.Y. 2023-24
to Rs.46.97 Crores in the year under Report

> Profit before exceptional & extra ordinary items has decreased from
Rs.550.20 Lakhs of previous F.Y. 2023-24 to Rs.349.29 Lakhs in the year under
Report

> Net Profit decreased from Rs.404.56 Lakhs of previous F.Y. 2023-24 to
Rs.228.00 Lakhs in the year under Report

> Earnings per share (EPS) for the F.Y. 2024-25 is 0.09 as compared to 0.17 of
F.Y.2023-24.

The Board assures that the management will leave no efforts untouched to increase
the profitability of the company.

DECLARATION OF DIVIDEND:

With a view to use the internal accruals for growth of the Company and to strengthen
the financial position of the company, your directors do not recommend any
dividend for the year under Report.

TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013, no amount is
transferred to general reserves account of the Company during the year under review.

The company has a closing balance of Rs.6,40,11,907 (Six Crore Forty Lakhs Eleven
Thousand Nine Hundred and Seven Rupees Only) as Reserves and Surplus as on
31.03.2025.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacture, produce and assembles all
types of batteries, including storage batteries, dry batteries, solar power batteries etc.
During the year, Your Company has not changed its business or object and continues
to be in the same line of business as per main object of the company.

Our product range covers various types of batteries including Fully Automotive Batteries
for Car, Tractor and Heavy-Duty Trucks, Tubular Batteries for Inverter and Solar
Application, SLI and Tubular Batteries for E-Rickshaw, SMF-VRLA Batteries for UPS
Application, Motorcycle Batteries, Solar Batteries, Pure Lead and Alloy batteries.

Currently our Company caters to all three segments of market viz. exports, domestic/after
sales market and OEM. We have a widespread customer base with our domestic customer
base situated in various regions of the country and our international customers situated
across varied countries like Dubai, Uganda, Turkey, Senegal, Lebanon, Afghanistan,
Oman, Yemen etc.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED
BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THIS REPORT.

There are no Material Changes and Commitments affecting the Financial Position of
the Company between the end of Financial Year of the Company to which the Financial
Statement relates and the date of this report.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview
of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014 as amended from time to time, during the year under review and
therefore details mentioned in Rule 8(5)(V) & (VI) of Companies (Accounts) Rules,
2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 24,07,05,000.

A) Allotment of equity shares on Preferential Basis to the allottees through swap of shares:

During the year under review, the Company has not Allotted equity shares. However,
It is hereby declared that Board of the company has approved Issuance and allotment
of upto 4,54,93,500 Equity shares on March 26, 2025.And Members of the company
has approved Issuance of equity shares on a preferential basis (“Preferential Issue”) to
the non-promoter investors for a consideration other than cash. Company has approved
allotment of 4,54,93,500 shares on preferential basis through swap of shares pursuant
to in-principal approval from NSE on July 04, 2025.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of
Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31, 2025, the Company does not have any subsidiary or joint venture and
associate company.

LISTING STATUS:

The Company’s equity shares are listed on NSE Emerge SME platform of National
Stock Exchange of India Limited with Symbol GOLDSTAR. The Company is regular
in payment of Annual Listing Fees. The Company has paid Listing Fees upto the year
2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

? REGISTRATION OF INDEPENDENT DIRECTORS IN
INDEPENDENT DIRECTORS DATA BANK:

All the Independent Directors of the Company have been registered and are members
of Independent Directors Databank maintained by Indian Institute of Corporate
Affairs.

? DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE
TO GET RE- APPOINTED:

Pursuant to Section 149, 152 and other applicable provisions of the Companies
Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall
retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the
Companies Act, 2013. Mr. Amratlal Mohanbhai Pansara (DIN: 00300786)

though appointed as Director of the Company. He has been associated with the
Company since 1999, is liable to get retired by rotation being eligible has offered
himself for re-appointment at the ensuring 26^th AGM of the Company. The Board
recommends his re- appointment for consideration by the Members of the
Company at the 26^th Annual General Meeting. Accordingly, requisite resolution

shall form part of the Notice convening the AGM.

? DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have confirmed to the Board that they meet the criteria
of Independence as specified under Section 149(6) of the Companies Act, 2013 and
Regulation 25 of the Listing Regulations that they qualify to be Independent
Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014. They have confirmed that they meet the requirements of
“Independent Director” as mentioned under Regulation 16 of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.

Therefore, Board is duly composed as per the Companies Act, 2013 provisions and
SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The
Following changes in the Board Composition took place during the year under
report and the confirmations were placed before and noted by the Board.

BOARD AND COMMITTEE MEETING:

? BOARD MEETING:

The Board meets at regular intervals to discuss and take a view on the Company’s
policies and strategy apart from other Board matters. The notice for Board Meetings
is given well in advance to all the Directors.

The Board of Directors met 7 times during the financial year ended March 31, 2025
in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder. The intervening gap between two board meetings was within the period
prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The
prescribed quorum was presented for all the Meetings and Directors of the Company
actively participated in the meetings and contributed valuable inputs on the matters
brought before the Board of Directors from time to time.

Seven Board Meetings were held as under:

Attendance of Directors in the Board Meeting

? NUMBER OF COMMITTEE MEETING

The Audit Committee met 4 times during the Financial Year ended March 31,
2025. The Stakeholders Relationship Committee met 1 time during the Financial
Year ended March 31, 2025. The Nomination and Remuneration Committee met
1 times during the Financial Year ended March 31, 2025. Members of the
Committees discussed the matter placed and contributed their valuable inputs on
the matters brought before the meetings.

Additionally, during the Financial Year ended March 31, 2025 the Independent
Directors held a separate meeting on 21^st May, 2025 in compliance with the
requirements of Schedule IV of the Companies Act, 2013 and Regulations 25(3) of
the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee which has established as a part of
better corporate governance practices and is in compliance with the requirements of
the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

The Audit Committees composition meets with the requirement of section 177
of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation
18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015. The Members of the Audit Committee possesses financial / accounting

expertise / exposure.

The Audit Committee comprised of 3 members as per Table here in below. The
Company Secretary is the Secretary and Compliance Officer of the committee.
The detail of the composition of the Audit Committee along with their meetings
held/ attended is as follows:

During the year under review, meetings of Audit Committee were held on:

II. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the
requirement of section 178 of the companies Act, 2013 and Clause 49 of Listing
Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The Members of the Nomination &
Remuneration Policy possesses sound knowledge / expertise / exposure.

The Committee comprised of 3 members as per Table here in below. The
Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the Nomination & Remuneration Committee along
with their meetings held/ attended is as follows: -

During the year under review, meetings of Nomination & Remuneration
Committee were held on

The Company has duly formulated the Nomination & Remuneration Policy which is also
available at the Company Website

.https://goldstarpower.com/wpcontent/uploads/2023/policy%20code%20of%20conduct/Nomina

tion-and-Remuneration-Policy.pdf

III. COMPOSITION OF STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of the
Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders
Relationship Committee is mainly responsible to review all grievances connected
with the Company’s transfer of securities and Redressal of shareholders /

Investors / Security Holders Complaints.

The Committee comprised of 3membersas per Table here in below. The
Company Secretary is the Secretary and Compliance Officer of the Committee.

The detail of a composition of the said Committee along with their meetings held/
attended is as follows: -

During the year under review, meetings of Stakeholders Relationship Committee
were held on

26.03.2025

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder,
the Board has carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its Audit Committee,
Nomination & Remuneration Committee and Stakeholders Relationship Committee,
experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and
outcome.

The performance of each of the non-independent directors was also evaluated by the
independent directors at the separate meeting held of the Independent Directors of the
Company.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of
Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a
net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR
Committee. Goldstar Power Limited does not fall in any of the above criteria during
the year 2024-25.

Therefore, it is not required mandatorily to carry out any CSR activities or constitute
any Committees under provisions of Section 135 of the Act.

We also feel strongly about giving back to our community. We believe everybody
deserves to be treated with dignity and respect, regardless of their personal
circumstances, and offered the skills, knowledge and assistance they need to help
themselves lead healthy and productive lives.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established, in order to
ensure that the activities of the company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty and
integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors,
employees and business associates may report unethical behavior, malpractices,
wrongful conduct, fraud, violation of Company’s code of conduct without fear of
reprisal. The Company has set up a Direct T ouch initiative, under which all Directors,
employees, business associates have direct access to the Chairman of the Audit
committee, and also to a three-member direct touch team established for this purpose.
The direct touch team comprises one senior woman member so that women
employees of the Company feel free and secure while lodging their complaints under
the policy.

The Company ensures that genuine Whistle Blowers are accorded complete
protection from any kind of unfair treatment or victimization. The vigil mechanism
policy has also been uploaded in the website of the company at

https://goldstarpower.com/wp-content/uploads/2018/05/Whistle-Blower-Policy.pdf

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk
management plan for the Company. The Audit Committee has additional oversight in
the area of financial risks and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing
basis. The company has been following the principle of risk minimization as it is the
norm in every industry. The Board has adopted steps for framing, implementing and
monitoring the risk management plan for the company. The main objective of this
policy is to ensure sustainable business growth with stability and to promote a pro¬
active approach in reporting, evaluating and resolving risks associated with the
business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to risk management, in order to guide for decisions on risk related
issues.

In today’s Challenging and competitive environment, strategies for mitigating inherent
risk in accomplishing the growth plans of the company are imperative. The Common
risks inherent are: Regulations, Competition, business risk, technology obsolescence,
long term investments and expansion of facilities. Business risk, inter alia, includes
financial risk, political risk, legal risk etc., As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate the same.

INSURANCE:

All properties and insurable interests of the Company have been fully insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186:

The details of loans, guarantees or investment covered under the provisions of section
186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

AUDITORS:

? STATUTORY AUDITORS:

The members of the company at their Annual General Meeting held on 30^th September,

2024 had appointed M/s. DGMS & Co., Chartered Accountants, Jamnagar, (ICAI
Firm Registration Number: 0112187W) as Statutory Auditors of the Company for a
term of 5 (five) financial years.

The Auditor’s Report for the financial year ended March 31, 2025 forms part of this
Annual Report and is attached to the Director’s Report as “ANNEXURE-2” and same
does not contain any qualification, reservation or adverse remarks.

There have been no instances of fraud reported by the Auditors under Section 143(12)
of the Companies Act, 2013.

? SECRETARIAL AUDITORS:

As required under provisions of section 204 of the Companies Act, 2013 and Rules
framed thereunder, the Board has appointed the Secretarial Auditors of the Company,

Mrs. Rupal Patel, (ICSI Membership Number: FCS 6275, Certificate of Practice
No: 3803), for conducting the Secretarial Audit for the FY 2024-25.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the
Company for the Financial Year ended on March 31, 2025 is attached to the Director’s
Report as

Secretarial auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company has appointed PCS Rupal Patel, Practicing Company Secretary
(CP No.3803), to undertake the Secretarial Audit of the Company for the F.Y. 2024¬
25. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as
“Annexure III”.

? INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and
Rules framed thereunder, your Company has appointed M/s. B. B. Gusani &
Associates, Chartered Accountants, Jamnagar, (ICAI Firm Registration
Number 140785W) as the Internal Auditors of the Company for the Financial Year
2024-25 and takes their suggestions and recommendations to improve and
strengthen the internal control systems.

? COST AUDIT:

The provisions of Section 148(1) of the Companies Act, 2013 and Rule 14 of the
Companies (Audit and Auditors) Rules, 2014 and other applicable rules and
provisions is not applicable on the Company. Therefore, no cost records have been
maintained by the company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the
Financial Year 2024-25 as issued by the Institute of Company Secretaries of India
(ICSI).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

At Goldstar Power Limited, all employees are of equal value. There is no
discrimination between individuals at any point on the basis of race, colour, gender,
religion, political opinion, national extraction, social origin, sexual orientation or age.

At Goldstar Power Limited, every individual is expected to treat his/her colleagues
with respect and dignity. This is enshrined in values and in the Code of Ethics &
Conduct of Goldstar Power Limited. The Direct Touch (Whistle-Blower &Protection
Policy) Policy provides a platform to all employees for reporting unethical business
practices at workplace without the fear of reprisal and help in eliminating any kind of
misconduct in the system. The Policy also includes misconduct with respect to
discrimination or sexual harassment.

The Company also has in place “Prevention of Sexual Harassment Policy”. This Anti¬
Sexual Harassment Policy of the Company is in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. All employees (permanent, contractual, temporary and trainees) are
covered under this policy. The sexual harassment policy has also been uploaded in the
website of the company at

https://goldstarpower.com/wp-content/uploads/2018/05/Prevention-of-Sexual-

Harrasement-at-Workplace.pdf

An Internal Complaints Committee (ICC) is in place to redress complaints received
regarding sexual harassment. The following is a summary of sexual harassment
complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed of: NA

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Company has
continuous monitoring mechanism which enables the organization to maintain the
same standards of the control systems and help them in managing defaults, if any, on
timely basis because of strong reporting mechanisms followed by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations
2015, Management Discussion and Analysis report has been separately furnished in
the Annual Report and forms part of the Annual Report as “ANNEXURE-6”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE
COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related
party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary
course of business on arm’s length basis. Details of the transactions pursuant to
compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014 are annexed herewith as per “ANNEXURE-1”

During the year the Company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part
of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation
2015, the Company has formulated a Policy on Related Party Transactions which is
also available on Company’s Website at http://goldstarpower.com/wp-
content/uploads/2018/05/Related-Party-T ransactions-Policy.pdf

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than
Rs 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not
required to give information under Sub rule 2 and 3 of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each whole-time director and key managerial personnel
(KMP) to the median of employee’s remuneration of the employee of the Company as
per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and
Remuneration) Rules 2014 for the financial year 2024-25 forms part of this Board
report as “ANNEXURE-4

Additionally, the following details form part of Annexure-4 to the Boards Report:

• Remuneration to Whole Time Directors.

• Remuneration to Non-executive/ Independent Directors.

• Percentage increase in the median remuneration of employees in the financial year.

• Number of permanent employees on roll of the Company.

• The company did not allow any sweat equity shares & does not have employees
stock option scheme.

DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER
THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

The Statutory Auditors or Secretarial Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of
the Companies Act, 2013, including rules made thereunder during the current Financial
Year.

BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration

The policy of the Company on director’s appointment and remuneration, including
the criteria for determining the qualifications, positive attributes, independence of
a

director and other matters, as required under sub section (3) of section 178 of the
Companies Act, 2013 have been regulated by the nomination and remuneration
committee and the policy framed by the company is annexed with the Board Report
as “ANNEXURE-5” and available on our website, at https://goldstarpower.com/

There has been no change in the policy since last fiscal. We affirm that the
remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company with the Nomination and Remuneration
Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with
the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The
Insider Trading Policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company as
well as consequences of violation. The Policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company’s Shares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board, the
details of which are available on the website of the company at
www.goldstarpower.comand for the convenience given herein below:

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As at 31^st March, 2025, the Company does not have any Subsidiary, Joint Venture
or Associate Companies.

CORPORATE GOVERNANCE:

“Corporate Governance Practices Are Reflection of Value Systems and which
Invariably Includes our Culture, Policies and Relationships with our Shareholders”

Integrity and transparency are key factors to our governance practices to ensure that we
achieve and will retain the trust of our stakeholders at all times. Corporate Governance
is about maximizing Shareholders value legally, ethically and sustainably. At Goldstar,
our Board exercises its fiduciary responsibilities in the widest sense of the term. Our
disclosures seek to attain the best practices in the international corporate governance.

We also endeavor to enhance long term shareholder value and respect- minority rights
in all our business decisions.

As our company has been listed on SME EMERGE Platform of National Stock
Exchange Limited (NSE), by virtue of regulation 15 (2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the
corporate governance provisions as specified in regulation 17 to 27 and clause B to (i)
of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to
Corporate Governance Report, shall not apply to company listed on SME Exchange.
Hence Corporate Governance Report does not form a part of this Board Report, though
we are committed for the best corporate governance practices.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN
RESPECT OF NON - DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being
appointed or reappointed and has noted that none of the Directors are disqualified under
section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014. However, as company
being listed on the SME platform of the Stock Exchange, Corporate Governance
regulations are not applicable to the company and hence no Certificate for the same
from the Practicing Company Secretary is applicable to the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any
regulating authority or court or tribunal which could affect the going concern status
and Company’s operations in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY
TECHNOLOGY ABSORPTION:

The information pertaining to Conservation of Energy, Technology Absorption, as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 5 of
Companies (Accounts) Rules, 2014 as follows:

A. Conservation of Energy: -

1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day by day power
consumption in an effort to save energy. The Company ensures optimal use of
energy with minimum extent of wastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

During the year under review company has not undertaken any steps but
Company has purchased land for Solar Plant and planning to use it as alternate
source of energy in the F.Y.2022-23

3. Capital Investment on energy conservation equipment:

During the year under review, company has not made any capital investment on
energy conservation equipment.

B. Technology Absorption:

1. The efforts made towards technology absorption:

The Company has not made any special effort towards technology absorption.
However, company always prepared for update its factory for new technology.

2. The benefits derived like product improvement, cost reduction, product
development or import substitution: Not Applicable

3. In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed, areas where absorption has not taken place, and
the reasons thereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange
Earnings and Expenses as under:

DIRECTORS RESPONSIBILTY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited
Financial Statements of the Company for the year ended March 31, 2025, the Board

of Directors hereby confirms that:

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

2. 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 as on March 31, 2025 and of the profit of the
company for that year;

3. The directors had taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

4. The directors had prepared the annual accounts of the company on a going
concern basis; and;

5. Directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and are
operating effectively;

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

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE
COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

1. During the year under review the company has not accepted the deposit from the
public under Section 73 to 76 of the companies Act, 2013 and the Rules made there
under except amount borrowed from Directors which is exempted deposit as per
Companies (Acceptance of Deposit) Rules, 2014.

2. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company’s operations in
future.

3. There have been no instances of any revision in the Board’s Report or the financial
statement, hence disclosure under Section 131(1) of the Act is not required to be
made.

4. The Company has not issued any shares to any employee, under any specific
scheme, and hence, disclosures under Section 67(3) are not required to be made.

5. The Company has not paid any commission to any of its Directors and hence,
provision of disclosure of commission paid to any Director as mentioned in Section
197(14) is not applicable.

6. The Company has not issued (a) any share with differential voting rights (b) sweat
equity shares (c) shares under any Employee Stock Option Scheme, and hence no
disclosures are required to be made as per the Companies (Share Capital and
Debentures) Rules, 2014

7. There is no application made under the Insolvency and Bankruptcy Code, 2016,
during the year under Report, and therefore no such details are required to be given.

8. There are no instances of any One Time Settlement with any Bank, and therefore,
details of difference between the 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, are not required to be given.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act,
2013 does not apply as the company was not required to transfer any amount to the
Investor Education and Protection Fund (IEPF) established by Central Government of
India.

CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating
for its securities. Though, Goldstar has received SME 3 from (Small and Medium
Enterprise Ratings) on August 10, 2018 which is maintained till date.

The rating indicates stable and positive outlook of the Company. Rating shows High
Credit Worthiness in relation to other MSEs.

REGISTRAR AND SHARE TRANSFER AGENT
INFORMATION:

M/S. MUFG INTIME INDIA PRIVATE LIMITED

C-101, 247 Park, L.B.S Marg,

Vikhroli (West), Mumbai - 400 083,

Telephone Number: 91 22 4918 6000
Email: rnt.helpdesk@in.mpms.mufg.com
Website: www.in.mmps.mufg.com

INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinting efforts of employees have enabled the Company
to remain at the leadership position in the industry. It has taken various steps to
improve productivity across organization.

ACKNOWLEDGEMENT AND APPRECIATION:

Your directors would like to express their appreciation for assistance and co- operation
received from the Shareholders, State Governments, Local authorities and Company’s
Bankers for the assistance co-operation and encouragement they extended to the
Company.

Your directors also wish to place on record their sincere thanks and appreciation for
the continuing support and unstinting efforts of investors, vendors, dealers, business
associates and employees in ensuing and excellent all-around operational
performance.

By Order of the Board of Directors

Date: 04.09.2025 For, GOLDSTAR POWER LIMITED,

Place: Jamnagar

Sd/- Sd/-

( Mr. Navneet M .Pansara ) (Mr. Amrutlal Pansara)

Managing Director Wholetime Director

[DIN: 00300843] [DIN: 00300786]