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)

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 year's 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 Company's 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 arm's 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 Arm's 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 arm's length basis. Further, there were no
related party transactions with the Company's 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 arm's
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 Company's 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 Director's
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)

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

*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:

*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 Company's 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 Director's Report.

27. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS:

In accordance with the provisions of Section 134 and Section 178 of the Act and Regulation 19 read
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 Company's 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 32^nd
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 32^nd 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 32^nd Annual General Meeting until the conclusion of the 37^th 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.

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. AUDITOR'S 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
company's 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 Company's 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 stakeholder's 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 Company's 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 Company's 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 Company's 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 Company's 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 director's 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 Company's 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