Your Directors are pleased to present the Thirty First Annual Report together with Audited Financial Statements (Standalone and
Consolidated) for the Financial year ended March 31,2025.

Financial Results

Financial Performance of the Company

FY 2024-25 was yet another challenging year for the Gem & Jewellery Industry as it navigated through a subdued macroeconomic
environment across the globe laced with slower economic growth, continued geopolitical tensions, dampened consumer sentiment
and economic uncertainties. Demand from the USA continued to remain moderate and China yet to show any sign of revival.

As per GJECPC, the overall export during FY2024-25 has declined by 11.72 % to $ 28.50 billion from $ 32.28 billion during the same
period. During these difficult times Asian Star has achieved a turnover of Rs. 2,33,637.72 lakhs on a standalone basis during FY 2024-25
with a decline of 13.41% over that of Rs. 2,69,834.36 lakhs during FY 2023-24. Company's consolidated revenue was at Rs. 2,95,575.22
lakhs during the year against that of Rs. 3,52,329.59 lakhs with a decline of 16.11%. Despite the challenging time our performance was
largely aligned with the industry with our focus on adapting to the changes and positioning for the long term while managing the short
term volatilities.

Dividend

Based on the company's performance, the Board recommended a final dividend on equity shares at the rate of 15% (i.e. Rs. 1.50 per
Equity Share of Rs. 10/- each) which will be Rs. 240.10 Lakhs subject to the approval of the members at the ensuing Annual General
Meeting would be paid to members whose name appears in the Register of Members as on the Book Closure date.

Pursuant to Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1st April, 2020 and the Company is
required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961. The
Dividend Distribution policy for your company is available on the website of your Company, weblink of which is given below:

https://www.asianstargroup.com/wp content/themes/appwaychild/pdfs/cg/2320Dividend%20Distribution%20Policy.pdf

Transfer to Reserves

During FY 2024-25, the Board of your Company has not recommended transfer of any amount to reserves and has decided to retain the
entire amount of profits for Financial Year 2024-25 in the profit and loss account.

Deposits, Loans, Advances and Other Transactions

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on
deposit were outstanding as of the Balance Sheet date. Your Company has not given any loans and advances, which are required to be
disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Schedule V of the SEBI LODR. Further, in terms
of Regulation 34(3) read with Schedule V of the SEBI LODR, details of the transactions of the Company, with the promoter(s)and related
parties as on 31stMarch, 2025, in the format prescribed in the relevant accounting standards for annual results, are given in Note no. 32
to the standalone financial statement.

Share Capital

During the year, there has been no change in authorized share capital of the company. The Issued, Subscribed and Paid-up equity share
capital of the company was Rs. 16,00,68,000/- divided into 1,60,06,800 equity shares of Rs. 10/- each of the Company as at 31st March,
2025.

Credit Rating

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Subsidiaries, Associates and Joint Ventures

As on 31st March, 2025, the Company has 3 wholly owned subsidiaries, one associate and one joint venture. A report on the performance
and financial position of each of the subsidiaries, joint venture and associate has been provided in Form AOC-1 as per Section 129(3) is
attached as Annexure A. There has been no material change in the business of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements including consolidated financial statements along
with relevant documents and separate audited financial statements of subsidiaries are available on the website of the Company at
www.asianstargroup.com.

Performance of Subsidiary Companies
Asian Star DMCC

Asian Star DMCC carries out trading in diamonds catering mainly to UAE market. The Gross Revenue of the Company for F.Y 2024-25 is
US $ 97,660,233 as compared to US $ 116,091,654 (Previous Year). Profit for the year is US $ 873,783 as compared to US $ 1,575,330
(Previous Year).

Asian Star Company Limited (USA)

Asian Star Company Limited (USA) is in the business of diamond trading and caters to the USA market. Gross Revenue of the company
stood at US $ 16,792,386 for the year as compared to US $ 22,872,221 (Previous Year). Net Profit / (Loss) after tax for the year is US $
63,962 as compared to US $ 141,200 (Previous Year).

Asian Star Trading (Hong Kong) Limited

Asian Star Trading (Hong Kong) Limited is engaged in trading of diamonds. Gross Revenue of the Company stood at US $ 4,68,753 as
compared to US $ 5,72,466 (Previous Year). Profit after tax is US $ 23,804 as compared to US $ 57,821 (Previous Year).

Associates

Shah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis. Gross Operating revenue for Current year is Rs. 3,916.68
lakhs as compared to Rs. 4,484.87 lakhs (Previous Year). Profit after tax Rs. (169.20) Lakhs as compared to Rs. 38.03 lakhs (Previous
year).

Joint Venture
Ratnanjali Infra LLP

Ratnanjali Infra LLP is engaged in construction of commercial and residential complexes in Ahmedabad, Gujarat.

There has been no change in the nature of business of the subsidiaries, Joint Venture and associate Company.

None of the subsidiaries, JV and associates company ceases to be subsidiaries, Joint venture and associate company of our company
during the financial year 2024-25.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and
'General Meetings', respectively, have been duly followed by the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual
Report.

Corporate Governance Report

Your Company has always been devoted to adopting and adhering to the best Corporate Governance practices. The Company
understands and respects its fiduciary role and responsibility towards stakeholders and society at large and strives hard to serve their
interests, resulting in creation of value and wealth for all stakeholders.

The Corporate Governance, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate of
compliance form Statutory Auditor of the Company V. A. Parikh & Associates LLP, Chartered Accountant regarding compliance with the
requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Business Responsibility & Sustainability Report (BRSR)

The Securities and Exchange Board of India ('SEBI'), in May, 2021, introduced new sustainability related reporting requirements to be
reported in the specific format of Business Responsibility and Sustainability Report ('BRSR'). Further, SEBI has mandated top 1,000
listed companies, based on market capitalization, to transition to BRSR from FY 2022-23 onwards.

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company's performance on
Environment, Social and Governance parameters for FY2024-25, is part of this Integrated Report. BRSR includes reporting on the nine
principles of the National Voluntary Guidelines on social, environment land economic responsibilities of business as framed by the
MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

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 have been no other material changes and commitments affecting the financial position of the Company which have occurred
between March 31,2025 and the date of this Report, other than those disclosed in this Report.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2025, is available on the website of the Company at
www.asianstargroup.com

Unclaimed Dividend and Shares

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF,
established by Central Government of India after the completion of seven years. According, unclaimed dividend of shareholders for the
Financial Year 2017-18 lying in the unclaimed dividend account of the Company as on November 3, 2025 will be transferred to IEPF on
the due date.

Further details of unclaimed dividend and shares transferred to IEPF during Financial Year 2024-25 are as follow:

*Since all shareholders' holdings were transferred to the IEPF account for FY2015-16, there are no shares pending transfer to the IEPF
account for FY 2016-17.

The Company has sent individual communication to the concerned shareholders whose dividend remained unclaimed and whose
shares were liable to be transferred to the IEPF and have published newspaper communication also.

Directors and Key Managerial Personnel

A. Key Managerial Personnel:

The following are Key Managerial Personnel of the Company: -

1. Mr. Arvind T. Shah: Chairman, CFO & Whole-time Director

2. Mr. Vipul P. Shah: Chief Executive Officer and Managing Director

3. Mr. Rahil V. Shah: Whole-time Director

4. Ms. Pujadevi R. Chaurasia : Company Secretary & Compliance Officer

B. Re-Appointment:

Pursuant to Section 152 of the Companies Act, 2013 and Article 153(a)of the Articles of Association of the Company, Mr.
Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704), Non-Executive Non- Independent Director
retires by rotation at the 31st Annual General Meeting of the Company and being eligible has offered themselves for re¬
appointment. The Board has recommended their re-appointment at the forthcoming Annual General Meeting as a Non¬
Executive Non-Independent Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704) in terms
of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting, are provided in the Corporate Governance
Report forming part of the Annual Report. Both these Directors are related to each other. Both the abovementioned Directors
are not disqualified from being re-appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.

C. Appointment:

During the FY 2024-25, Mr. Pattanayak Bijayananda and Mrs. Trapti Jinesh Mehta were appointed as an Additional Director
(Independent Non Executive) w.e.f August 13, 2024 and March 29, 2025 respectively.

There is no resignation of any Key Managerial Personnel or Directors recorded during the year 2024-25. However, Mrs. Neha
R. Gada independent directors of the Company retired on completion of 2nd term tenure w.e.f. March 28, 2025.

D. Board Independence:

Our definition of 'Independence' of Directors is derived from SEBI(LODR) Regulations and Section 149(6) of the Companies
Act, 2013.

The following Non -Executive Directors are Independent: -

E. Declaration by Independent Director(s)

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015. Further, all
necessary declarations with respect to independence have been received from all the Independent Directors and also
received the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the
Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director's
Database maintained by the Indian Institute of Corporate Affairs.

The Independent Directors under Regulation 25(8) of the Listing Regulations have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external influence.

The statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency)
of the independent directors appointed during the year are mentioned below:

1. Appointment of Mr. Pattanayak Bijayananda (DIN: 10715427) as an Independent Director
w.e.f August 13, 2024

Mr. Bijayananda Pattanayak (Biju) started his banking career in 1984 with State Bank Group. He has worked in State
Bank Group as Relationship Banker for large corporates and export credit. He has also worked as a branch head in the
industrial estate branch. He moved to ABN AMRO Bank in 1997 where he has done relationship management as Head
of International Diamond & Jewellery Group, India and Head of International Diamond & Jewellery Group, Asia
besides being a member of Global Management Team. He was appointed by the Managing board of ABN AMRO Bank
as the Country Executive, India in 2010. During 2015 when ABN AMRO closed its operations he could successfully find
relevance for the business with a price and helped sell the assets to the new buyer - Indusind Bank. He had been
working as Head of the Global Diamond & Jewellery Group in Indusind Bank from July 2015 and also is the member of
Senior Management Team as a Core Executive Team Member. He has a Master's Degree and is a Certified Associate of
Indian Institute of Bankers.

2. Appointment of Mrs. Trapti Mehta (DIN: 06441209) as an Independent Director w.e.f March
29, 2025

Mrs. Trapti Mehta is an experienced Chartered Accountant with a strong track record in the accounting industry. She
is currently serving as a FinCrime Analyst at Revolut, bringing nearly 9 years of expertise across multiple areas
including Forensic Accounting, Fraud Investigation, Risk Advisory, Risk-Based Internal Audit, ITGC Audit, Process
Review, and SOP Development.

Before joining Revolut, Mrs. Mehta worked as an Audit Manager at KC Mehta & Co LLP, where she honed her skills in
auditing and risk management, further solidifying her expertise in the financial sector.

Board Meetings

During the year, four (4) Board Meetings were convened and held, the details of which are given in the "Report on Corporate
Governance", a part of this Annual Report.

Details of resolutions passed through postal ballot

During the current year, the Company had passed following special resolution with requisite majority on August 15, 2024 through
Postal Ballot, result of which was declared on August 16, 2024:

Policy on Board Diversity and Director's Appointment and Remuneration Policy

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will
leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical
backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The current policy of the board is to
have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and
separate its functions of governance and management. As on date the Board comprises of 11 members, 3 of whom are Executive
Directors, 2 are Non-Executive and Non-Independent Directors and 6 Independent Directors. During the year 1 independent director
has retired from the position w.e.f March 28, 2025 and 2 Independent Director have been appointed w.e.f. August 13, 2024 and March 29,
2025 as an Additional Director (Independent director). As per regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has one Independent Women Director on its board.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive
attributes, independence of a director and other matters, as required under sub-section (3) Section 178 of the Companies Act, 2013, is
available on our website at https://asianstargroup.com/corporate-governance.aspx

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.

Committees of the Board

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

• Audit Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee.

• Risk Management Committee

• Finance Committee

• Corporate Governance Committee

Details of mandatory Committees along with their terms of reference, composition and meetings held during the year, are provided in
the "Report on Corporate Governance", a part of this Annual Report.

Annual Evaluation of the performance of the Board, Committees and of Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own
performance, performance of the Directors individually (including Independent Directors) as well as the evaluation of the working of its
Committees. The Independent Directors in their Meeting have evaluated the performance of Non-Independent Directors and the Board
as a whole and the Chairman of the Board. The criteria of evaluation are described in the 'Report on Corporate Governance, a part of this
Annual Report.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation
process for the Board, its Committees and Directors. The evaluation of all the Directors, Committees, Chairman of the Board, and the
Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the
process have been explained in the Corporate Governance Report.

Familiarisation Programme of Independent Directors

All new Independent Directors inducted into the Board attend an orientation program known as Familiarisation Programme, which is
for every new Independent Director of the Board to familiarise themselves with the strategy, operations and functions of our
Company. The Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company's
strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality,
facilities and risk management. In addition, the Company also keeps the Independent Directors, updated on the events and
developments in the industry and business environment.

Corporate Social Responsibility (CSR)

Company has a CSR Policy emphasising its focus on community development projects, prioritizing local needs in the area of
education, health, livelihood and environment, for ensuring long term sustainable benefits. Detailed policy is available on website of
your Company www.asianstargroup.com CSR programs or projects to be undertaken by the Company in terms of this Policy, shall
relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time.
The CSR Committee mentioned below (pre and post retirement of the director]

* Mrs. Neha R. Gada independent directors of the Company retired i.e. completion of 2nd term of tenure w.e.f. March 28,2025.

# Mrs. Trapti J. Mehta appointed as an additional director (Independent - Non Executive Director) w.e.f. March 29,2025.

Details of meetings held during the year, are provided in detail in the "Report on Corporate Governance", a part of this Annual Report.

As part of its initiatives under "Corporate Social Responsibility" (CSR], the company has contributed funds for the schemes of
promotion of education, medical aid, eradicating hunger and malnutrition, promoting special education, promoting education
facilities for tribal children and rural development projects etc. The contributions in this regard have been made to various registered
trust which are undertaking these schemes.

The Report on CSR activities is annexed herewith as Annexure B.

Risk Management Committee:

In compliance with Regulation 21 of Listing Regulations, a Risk Management Committee has been constituted by the Board. Risk
Management Committee has been entrusted with rolesand powers which includes:

a) Reviewand approval of Risk Management Plan

b) Review progress on the Risk Management Plan

c) Propose methodology on risk classification and measurement.

The Company has laid out a Risk Management Plan for identification and mitigation of risks. The Risk Management Committee of the
Board provides reasonable oversight of the risks.

The Risk Management Committee was constituted as perSEBI(LODR) (Second Amendment), Regulations, 2021, the composition of
the same is as follow:

Details of meetings held during the year, are provided in detail in the “Report on Corporate Governance", a part of this Annual Report.

Particulars of Employees and Remuneration

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014., is
appended as Annexure C to the Board's report.

Other information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of
the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'
particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.

Auditors

a. Statutory Auditors

The members at the Annual General Meeting held on September 30, 2022 had appointed M/s. V.A. Parikh & Associates LLP,
Chartered Accountants (Firm Registration No. 112787W/W100073) as the Statutory Auditors for five consecutive years from the
conclusion of 28th Annual General Meeting till the conclusion of the 33rdAnnual General Meeting of the Company. The Statutory
Auditors have confirmed their independent status.

The notes of the financial statements referred to in the Auditors' Report issued by M/s. V.A. Parikh & Associates LLP, Chartered
Accountants, Mumbai for the financial year ended on 31stMarch, 2025 are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any qualification, reservation oradverse remark.

b. InternalAuditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2016, the
Board of Directors of your Company at its meeting held on February 16, 2025 has appointed M/s V. L. Tikmani and Associates
having Firm Registration No. 132583W, to undertake the Internal Audit of the Company fortheyearended March 31,2025.

c. SecretarialAuditors

In compliance with Regulation 26A of the SEBI Listing Regulations and Section 206 of the Act, the Board at its meeting held on May
30,2025, based on recommendation of the Audit Committee, has approved the appointment of M/s Yogesh D. Dabholkar & Co.,
Practising Company Secretaries, a peer reviewed firm (Unique Registration NoS2005MH081300) (C.P. No. 6752) as Secretarial
Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of
the Members at the ensuing AGM.

d. Cost Audit

The Company is not required to maintain cost records as persub-section(l) of Section 168 of the Act.

e. Reporting of Frauds by Auditors

None of the Auditors of the Company have identified and reported any fraud as specified under the second proviso of Section
163(12] oftheAct

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.

Related PartyTransactions

All Related Party Transactions entered into during the financial year were on an arm's length basis and in the ordinary course of
business. There is no material significant related party transaction made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at
large.

All Related Party Transactions are placed before the Audit Committee for approval. A statement of all Related Party Transactions is
placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions.

The "Policy on materiality of and on dealing with related party transactions” (as amended) as approved by the Board may be accessed
on the Company's website at www.asianstargroup.com.

The Directors draw attention of the members to note no. 32 to the standalone financial statement which sets out related party
disclosures.

Details of significant and material orders passed by the regulators/courts/tribunals impacting the going
concern status and Company's operations in future

No significant material order has been passed by the Regulators or Courts or Tribunals which would impact the going concern
status of the Company and its future operations.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Conservation of
Energy.

Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since
2006. The Company's windmills are located at Pallakad, Kerala. However, during the year under review, the windmill was sold pursuant
to the Board Resolution dated August 13, 2024. As a result, the Company no longer holds any wind power assets.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been
inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power
through establishment of Wind Turbine Generators (WTGs) since 2006. The Company's windmills are located in the state of Kerala.
During the year 2024-25, the Company has generated 17.96 lakhs kwh resulting in the sales of Rs. 55 lakhs. During the year these
windmills have been sold by the Company.

Technology Absorption

The Directors are in constant touch with ongoing research in the world to upgrade and absorb improved technology for better line of
products and to yield better quality, cost reduction and worldwide acceptability of its range of products.

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,16,405 lakhs in foreign exchange by way of exports and dividend and has spent Rs. 96,899 lakhs in foreign
exchange, for the import of raw materials, machinery & consumables, foreign travel, repairs and maintenance. The Directors are
making their best endeavors to earn foreign exchange.

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required
under section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure E to this
Report.

Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any.

2) They have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year
and of the profits of the Company for that period.

3) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

4) They have prepared the annual accounts on a 'Going Concern' basis.

5] 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, and

6) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

Internal Financial Controls

The Company has in place adequate internal financial control with reference to the Financial Statements. The Audit Committee of the
Board reviews the internal control systems including internal financial control system, the adequacy of internal audit function and
significant internal audit findings with the management, Internal Auditorsand Statutory Auditors.

Risk Management

The Company operates in conditions where economic, financial and other risks are inherent to its businesses. To overcome this and as
per the requirement of the applicable provisions of the Listing Regulations (erstwhile Listing Agreement entered into with the Stock
Exchanges], Board has formed a Risk Management Policy to regulate the plan forthe key risks faced by the Company. The Company has
developed a very comprehensive Risk Management Policy under which all key risks are identified and controlled. The same is reviewed
periodically by senior management and also by the Board.

The provisions of Regulation 21 of SEBI LODR became applicable and therefore, the Board of your Company at its meeting held on 14^th
May, 2021 has constituted the Risk Management Committee consisting of Mr. Vipul P. Shah, CEO & Managing Director, Mr. Rahil V. Shah,
Wholetime Director and Mr. Jayantilal D. Parmar, Independent Director. The role of the committee interalia, includes, formulation,
overseeing and implementation of Risk Management policy, Business Continuity Plan, and to ensure that appropriate methodology,
processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

Listing

The Equity Shares of the Company are listed on BSE Limited. The Company has paid listing fees forthe year 2024-25.

Documents placed on the website:

The following documents have been placed on the website: www.asianstargroup.com in compliance with the Act:

1 ] Code of Conduct for Board of Directors and Senior Management

2) Terms & Conditions of Appointment of Independent Directors

3) Familiarization Program for Independent Directors

4) Whistle Blower Policy

5) Policy on Related PartyTransactions

6) Investors Contact

7) Nomination & Remuneration policy

8) Corporate Social Responsibility Policy

9) Composition of Board & Committees

10) Board Diversity Policy

11) Criteria for Making Payments to Non-Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) PolicyforDetermining MaterialSubsidiaries

14) Policy on Preservation of Documents and Archival Policy

15) CodeforFairDisclosureof UPSI

16) Policy on Material Related Party Transaction

17) Policy on prohibition of InsiderTrading

18) Dividend Distribution policy

19) Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director

Special Business

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice
and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Yourattention is drawn to these items and Explanatory Statement annexed to the Notice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

Your Company treats its “Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on
the promotion of talent internally through job rotation and job enlargement.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal
of sexual harassment at workplace in Line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under. An Internal Complaints Committee has been set up to redress complaint, if
any received regarding sexual harassment.

During thefinancialyear, 2024-25, the Company has not received any complaint on sexual harassment.

Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending
underthelnsolvencyandBankruptcyCode,2016,asamended,beforeNationalCompanyLawTribunalor other Courts.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower
Policy, wherein the employees can approach the Chairman of Audit Committee and make protective disclosure about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy, as
approved by the Board, and has also been posted on the Company's website atwww.asianstargroup.com.

Other Disclosures

• The Company has not initiated any proceedings nor any proceeding pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

• Directors state that no disclosure or reporting is required with respect to the following items as there were no instances
related to these items during theyear under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares.

• Provision of money for purchase of its shares by employees or by trustees forthe benefit of the employees.

• The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time
settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons
there of, is not applicable.

Cautionary Statement

This report contains forward-looking statements which may be identified by their use of words like 'plans', 'expects' 'will', 'anticipates',
'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections
about the future, including but not limited to statements about the company's strategy for growth, product development, market
position, expenditures and financial results, are forward - looking statements. Forward - looking statements are based on certain
assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate
orwill be realized.

The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward -
looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on
the basis of any subsequent developments, information or events.

Appreciation

The Board of Directors appreciate the commitment and devotion by the employees at all levels to continued growth and prosperity of
yourcompanyand its subsidiaries.

Your directors also wish to record their appreciation to shareholders, suppliers, dealers, bankers, consumers and financial institution
fortheircontinued support.

Registered Office: For and on behalf of the Board

11A-C, Mittal Court, Asian Star Company Limited

Nariman Point,

Mumbai - A00 021.

Arvind T. Shah

Place : Mumbai Chairman, CFO & Whole Time Director

Date: May 30, 2025 DIN:0000A720