Unistar Multimedia Ltd

To,

The Members,

Unistar Multimedia Limited.

Your Directors have great pleasure in presenting the 32nd Annual Report of the company together with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2023.

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, 2023.

3. REVIEW OF BUSINESS OPERATION:

During the year under review, the Company has earned a consolidated revenue of Rs 2635.29 Lakhs in FY 2022-23 as compared to previous year's revenue of Rs 212.38 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 "Reserve & surplus" forming part of the Balance Sheet, as mentioned in Note no. 12 of significant accounting policies and notes forming part of the financial statements.

5. CHANGE IN NATURE OF BUSINESS:

During the financial year under review, the Company amended the Memorandum of Association vide Special Resolution dated January 23, 2023 by inserting the following clauses after clause 2 of main object clause: -

3. To carry on the business of Creation, development, improvement and maintenance of digital assets, digital service platforms and software development and further providing, importing, exporting, selling, purchasing, trading, production, distribution, customization, development or otherwise deal in all types of applications, programs, software packages, internet programs, software programs, mobile applications, web applications, products, portals, the marketplace, services, applications, web design, and other related Services/Products.

4. To carry on the business, in India and elsewhere in any place or places in the world, of dealer, trader, import and export agents, representatives, buying and selling agents, brokers, importers, buyers, sellers, exporters and to buy, sell, or otherwise trade various goods, services and merchandise and to undertake the necessary activities and deal in all commodities.

5. To carry on business as goldsmiths and importers and exporters of bullion and to buy, sell, extract from mines, distribute, trade, and deal in wholesale or retail precious stones, jewellery, gold and silver plate, articles or various objects of art and to manufacture and to establish factories for manufacturing goods for the above business and to enter into any joint venture or agreement with entities in India or elsewhere, for mining of gold or any other precious metals at a place other than India.

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 Rs 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. *

*During the financial year under review:

The Authorized Share Capital of the Company increased from the existing Rs. 10,20,00,000/-(Rupees Ten Crores Twenty Lakhs only) divided into 1,02,00,000 (One Crore Two Lakhs only) Equity Shares of face value Rs. 10/- each to Rs. 25,00,00,000/-(Rupees Twenty-Five Crores only) divided into

2.50.00. 000 (Two Crore Fifty Lakhs only) Equity Shares of face value Rs. 10/- each by increasing of

1.48.00. 000 (One Crore Forty-Eight Lakhs) Equity Shares of face value Rs.10/- each ranking pari passu in all respect with the existing Equity Shares of the Company vide Special Resolution dated June 25, 2022.

The Authorized Share Capital of the Company increased from the existing Rs. 25,00,00,000/-(Rupees Twenty-Five Crores only) divided into 2,50,00,000 (Two Crore Fifty Lakhs only) Equity Shares of face value Rs. 10/- each to Rs. 51,00,00,000/-(Rupees Fifty-One Crores only) divided into 5,10,00,000 (Five Crores Ten Lakhs only) Equity Shares of face value Rs. 10/- each by increasing of 2,60,00,000 (Two Crores Sixty Lakhs) Equity Shares of face value Rs.10/- each ranking pari passu in all respect with the existing Equity Shares of the Company vide Ordinary Resolution dated January 23, 2023.

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.

Following changes in the share capital during the year: -

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. 2022-23.

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 and thus disclosure in Form AOC-2 is not required. 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.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions. 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 during the year under review, through preferential allotment (Swap of Shares), company acquired 100% Equity shareholding of DU Point Loyalty Distribution Private Limited through Swap Agreement dated February 2, 2023.

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 2022-23.

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. 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.

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. 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.

*** 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 16 (Sixteen) times during the financial year 2022-23 on April 9, 2022, May 9, 2022, May 23, 2022, June 9, 2022, August 8, 2022, August 31, 2022, September 3, 2022, October 8, 2022, November 14, 2022, November 25, 2022, December 17, 2022, December 28, 2022, January 11, 2023, January 13, 2023, February 6, 2023 and February 9, 2023.

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, 2023 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.

The Statutory Auditors have given unmodified opinion on the audited financial statements (standalone and consolidated) of the Company for the financial year ended March 31, 2023, which forms part of this annual report. The Statutory Auditors have given no qualification, reservation or adverse remark or disclaimer in its report.

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

S. P. Patel & Co. (FRN: 144411W), Chartered Accountants, Ahmedabad appointed as the Statutory Auditors of the Company, Subject to approval of members in ensuing General Meeting, 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) be and are hereby appointed as the Statutory Auditors of the Company for a further term of 5 (Five) consecutive years to hold office from the conclusion of this 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting of the Company, at such remuneration (exclusive of applicable taxes and reimbursement of out of pocket expenses) as shall be fixed by the Board of Directors of the Company from time to time in consultation with them."

Internal Auditor

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 2022-23.

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.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2022-23 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 2022-23.

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, 2023 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, 2023, 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.