Year End :2024-03

The Directors take pleasure in presenting the 42th Annual Report together with the Audited Financial Statements for the year ended March 31, 2024.

Your Directors submit the following particulars/disclosures and information’s as required under section 134(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and other applicable rules thereunder.

1. Operations: -

During the Year under review, the company had generated revenue from operations are INR 10672.71 Million against INR 12050.67 Millions of previous year. The Company’s net Profit of INR 667.66 Million during the year as against INR 418.05 of previous year, consequently, the net profit of the company increased to INR 249.61 Million at the financial year ended on March 31, 2024.

(la) Financial Results: -

(Rs. in Millions!

Description	Stand-alone
	2023-24	2022-23
Revenue from operations	10672.71	12050.67
Other Income	144.11	46.01
Total income	10816.82	12096.68
Total expenses(excluding Interest & Depreciation)	9691.30	11326.20
Profit before Interest, Depreciation and Tax	1125.52	770.48
Less: Finance Cost	107.38	98.06
Depreciation	120.91	118.54
Profit before tax	897.23	553.88
Total Tax	229.57	135.83
Profit after Tax	667.66	418.05
Basic & Diluted Earnings per share of' 2 each	4.75	2.98

2. Dividend: -

Considering the expansion is going on, Your Directors do not recommend any dividend

3. Changes in Share Capital, if any:-Authorised Share Capital:

The Honhle National Company Law Tribunal, Ahmedabad Court-2 vide its order dated 24^th November, 2023 approved the Scheme of Amalgamation of Sanstar Biopolymers Limited (“Transferor Company’), with Sanstar Limited (“Transferee Company”) By virtue of said Scheme, the authorised share capital for both companies has been merged to 35,00,00,000 divided into 3,50,00,000 equity shares of 10/- each.

During the year 2023-24, face value of equity shares of your Company was split from ' 10/- each into ' 2/- each, as a result of which, the total number of equity shares went up from 2,80,88,850 equity shares of' 10/- each to 14,04,44,250 equity shares of' 2/- each and accordingly the paid-up share capital as on 31st March, 2024 was ' 28,08,88,500 /- divided into 14,04,44,250 equity shares of ' 2/- each.

Accordingly, the authorised share capital of the Company is ' 38,00,00,000/-comprising of 19,00,00,000 Equity Shares of' 2/- each as on 31st March 2024.

Paid-up Share Capital:

As on 31st March 2024, the paid-up share capital of the Company was 28,08,88,500/-. With the split of face value of equity shares from ' 10/- into ' 2/- each, the total number of fully paid-up no. of equity shares increased from 2,80,88,850 to 14,04,44,250.

Pursuant to the approval accorded by the shareholders, at their Extra-Ordinary General Meeting held on 28^th November,2023 has since allotted 14,04,44,250 equity shares of' 2/- each.

With this allotment, the paid-up share capital of your Company is 28,08,88,500/- divided into 14,04,44,250 equity shares of' 2/- each.

Listing of Equity Shares

The Company has proposed to listing of Equity Shares to the BSE Limited and NSE. Further the company has received in-principle approval on date 18.03.2024 and SEBI observation letter on 30.04.2024.

4. The change in the nature of business, if any:-

There is no change in the nature of business activities of the Company during the vpar under review

5. Details of directors or key managerial personnel who were appointed or have resigned during the year:-

The Board of Directors of the Company comprised of the following Directors as on March 31, 2024:

Sr. No.	Name of the Director	Director Identification Number (DIN)	Designation	Date of Appointment	Date of cessation
1	Gouthamchand Sohanlal Chowdhar	00196397	Managing Director
2	Sambhav Gautam Chowdhary	01370802	Joint Managing Director
3	Shreyans Gautam Chowdhary	01759527	Joint Managing Director		01.11.2023
4	Samiksha Shreyans Chowdhary	07660710	Director
5	Kuldeep Ashokbhai Shah	08365637	Director		01.11.2023
6	Sourabh Vijay Patawari	08364509	Director	-	01.11.2023
7	Aniket Sunil Talati	02724484	Director	01.11.2023
8	Atul Agarwal	10373422	Director	01.11.2023	-
9	Sejal Ronak Agrawal	09376887	Director	01.11.2023	-

As per Provisions of Section 152 of the Companies Act, 2013, Mr. Gouthamchand Sohanlal Chowdhary is liable to retire by rotation and is eligible to offer herself for re-appointment.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are:

Sr. No.	Name of the Director	Designation
1	Gouthamchand Sohanlal Chowdhar	Managing Director
2	Sambhav Gautam Chowdhary	Joint Managing Director
3	Shreyans Gautam Chowdhary	Joint Managing Director
4	Fagun Harsh Shah	Company Secretary
5	Harishkumar Shisupaldas Maheshwary	CFO

6. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year:-

The Company have 1 (One) subsidiary as on March 31, 2024. In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary company in Form AOC-1 is enclosed as Annexure-A to this Report. The statement also provides the details of performance and financial position of each of its subsidiary.

During the year under review, EXPRESSION COMMERCIAL LLP (Indian Subsidiary) have become or ceased to be Company’s subsidiary company

7. Details of deposits which are not in compliance with the requirements of Chapter V of the Act:-

(a) accepted during the year	NIL
(b) remained unpaid or unclaimed as at the end of the	NIL
year
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	NIL

The Company has not accepted any deposit during year under review which are in compliance of the Companies (Acceptance of Deposits) Rules, 2014 during the year. Even though we had file Return of Deposit for the perticulars of transections by a company not considered as deposit pursuant to rule 2 (1) (c) of the Companies (Acceptance of Diposit) rules, 2014.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There was no any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during financial year 2023-2024.

9. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:-

The Company having adequate internal financial control and has appointed an Internal Auditor U/s 138 of Companies Act, 2013.

Mr. Vishal Pawankumar Haritwal, (Membership No.:-161856), Chartered Accountant of the company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the

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their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Board.

The Company has adequate IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The controls, based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed.

The Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2024, based on the internal financial control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

10. Annual Return as provided under section 92(3)

A copy of the Annual Return as of March 31, 2024 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3) (a) and is available at the following link i.e. www.sanstar.in.

11. Number of meetings of the Board:-

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board met 16 (Sixteen) times during the year 2023-2024.

12. Directors’ Responsibility Statement: -

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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 and of the profit of the company for that period;

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

4) the directors had prepared the annual accounts on a going concern basis;

5) The Directors had devised proper system to ensure Compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

13. Details in respect of fraud reported by the auditors u/s 143(12) other than those which are reportable to the Central Government:-

There is no fraud which are reportable by the Auditors to the Central Government which needs to be disclosed in the Board report during the year under review.

14. Statement on declaration by Independent Directors under section 149(6):-

Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

15. Criteria for determining qualifications, positive attributes, independence of a Director and other matters under section 178(3) :-

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on www.sanstar.in.

15A. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the Committee is as under:

1. Mr. Aniket Sunil Talati Chairman, Independent Director; and

2. Mr. Atul Agarwal, Independent Director

3. Mrs. Sejal Agrawal, Independent Director; and

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

a) While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company’s business.

b) In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then, while recommending the appointment, the HR Department shall provide the job description to the Committee and justify that the qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment. In such circumstances, the Committee may call for an expert opinion on the appropriateness of the qualifications and experience of the candidate for the position of the Executive Director.

c) The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and open mind.

d) While determining the remuneration of Executive Directors and Key Managerial Personnel, the Board shall consider following factors:

i) Criteria/ norms for determining the remuneration of such employees prescribed in the HR Policy.

ii) Existing remuneration drawn.

iii) Industry standards, if the data in this regard is available.

iv) The job description.

v) Qualification and experience level of the candidate.

vi) Remuneration drawn by the outgoing employee, in case the appointment is to fill a vacancy on the death, resignation, and removal etc. of an existing employee.

vii) The remuneration drawn by other employees in the grade with matching qualifications and seniority, if applicable.

e) The remuneration payable to the Executive Directors, including the Commission and value of the perquisites, shall not exceed the permissible limits as are mentioned within the provisions of the Companies Act, 2013. They shall not be eligible for any sitting fees for attending any meetings.

f) The Non-Executive Directors shall not be eligible to receive any remuneration/ salaiy from the Company. However, the Non-Executive Directors shall be paid sitting fees for attending the meeting of the Board or committees thereof and commission, as may be decided by the Board/ Shareholders from time to time. They shall also be eligible for reimbursement of out of pocket expenses for attending Board/ Committee Meetings.

15B. AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises:

1. Mr. Aniket Sunil Talati, Chairman, Independent Director and

2. Mrs. Sejal Agrawal, Independent Director; and

3. Mr. Shreyans Gautam Chowdhary, Non-Independent Director

During the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

The Company Secretary acts as Secretary of the Committee.

15C. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the

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In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

16. Appointment of the Auditors and explanations or comments on qualification, reservation or adverse remark or disclaimer made by the Auditors in their report:-

M/S S.C. BAPNA & ASSOCIATES, Chartered Accountants (FR No. 115649W), who were appointed as Statutory Auditors of the Company by the Shareholders at their 41th Annual General Meeting held on 30^th September 2023 for a first term of 5 years will be holding their said office from the conclusion of the said Annual General Meeting till the conclusion of the 46th Annual General Meeting to be held m the year 2028, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the said Auditors.

17. Secretarial Auditors:-

The Board had reappointed Mr. Jatinkumar Harishchandra Kapadia, Practising Company Secretary (COP: 12043) to conduct Secretarial Audit for the financial yeai 2023-24. The Secretarial Audit Report lor the financial year ended March 31, 2024. The Secretarial AudiL Report does not contain any qualification, reservation, adverse remark or disclaimer.

18. Cost Records and Auditors: -

Maintenance of Cost Records

Cost records are required to be maintained by the Company under Section 148 (1) of the Companies Act, 2013. Accordingly, such accounts and records made and maintained.

The Company is not required to conduct cost audit under Section 148 of the Companies Act, 2013

19. Particulars of Loans, Guarantees or Investments by the Company under section 186:

The particulars of loans, guarantees and investments have been disclosed in the financial statements at appropriate places.

20. Particulars of contracts or arrangements with related parties referred to section 188(1):-

All the transactions entered with related parties as defined under the Companies Act, during the financial year, were in the ordinary course of business and on an arm’s length pricing basis. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for its approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- “B”

21. The amounts propose to carry to any reserves:-

No transfer to any reserve is proposed and accordingly, the entire balance available in the Statement of Profit and Loss is retained in it.

22. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: -

There has been no material changes and commitments, affecting the financial position of the Company which hod nrrnrrrd between the end of the finnneial year ol the Company to which the financial statements relate and the date of the report.

23. The conservation of energy, technology absorption, foreign exchange earnings and outgo:-

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:

S.No.	Particulars	Comments
(A)	Conservation of energy
(i)	the steps taken or impact on conservation of energy;	In view of business activities, company use alternate source of energy like solar power and wind energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy;	As above
(iii)	the capital investment on energy conservation equipments	There was no capital investment on energy conservation equipments.
(B)	Technology absorption
(i)	the efforts made towards technology absorption	Not applicable as the traditional technology being used.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii)	the benefits derived like product improvement, cost reduction, product development or import substitution;
	(a) the details of technology imported	NIL
	(b) the year of import	NA
	(c) whether the technology' been fully absorbed	NA
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NA
(iv)	the expenditure incurred on Research and Development	NIL
(C)	Foreign exchange earnings and Outgo	Inflow	Out Flow
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo	3788.57 Million (FOB Value)	701.32 Million (CIF Value)

during the year in terms of actual outflows

24. Risk Management:-

The Board of Directors of the Company has framed, implement and monitor the risk management plan for the Company. The Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

25. The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year: -

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure “C” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022. The CSR policy is available on www.sanstar.in.

26. Disclosure as per the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) act, 2013:-

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, piuliibiliun and redressal uf sexual harassment at workplace in line with the provisions ol the Sexuul Hurussment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year, the Company received ZERO complaints of sexual harassment, and no any pendency complaint remaining under investigation.

27. Proceedings under Insolvency and Bankruptcy Code, 201 fir

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before the National Company Law Tribunal or other Courts.

28. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annrved to this Report jriK Annexure “C”. The otatement containing dotailu of employees as required under Section 197(12) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, as amended, forms part of this Report and will be made available to any Member on request.

29. Acknowledgements: -

Your Directors acknowledge all stakeholders of the Company viz. members, and other business partners for the support received from them during the period.

For SANSTAR LIMITED

Gouthamchand S.Chowdhary Sambhav CrTchow dhary

(Chairman and Managing Director) (Joint Managing Director)

Date: 16.05.2024 DIN-00196397 DIN-01370802

Place: Ahmedabad