Starlit Power Systems Ltd(Merged)

To

The Members

The Board of Directors hereby presents their Director's Report in 16^th Annual General Meeting of its Company on the business and operations of the Company and the financial accounts for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY HIGHLIGHTS

2. STATE OF COMPANY AFFAIRS

The Financial Result of the Company shows that it has incurred Loss of 6623262.27- during the Financial Year 2024-25. The Directors of the company are optimistic about company's business and hopeful of better performance with increased revenue in next year.

3. DIVIDEND

During the financial year 2024-2025, the company does not declare any Dividend.

4. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company.

5. DETAILS OF SHARE CAPITAL/ ISSUE OF ANY KIND OF SHARES

The Authorized share capital of the company is 22,40,00,000/- and the paid up capital of the company is 20,43,16,660/-.During the year company did not issued any kind of equity shares to its Directors or shareholders. Accordingly, there has been no change in the share capital of the company during the period under review.

6. DEPOSITS

The Company has not accepted any deposits from the members and general public as on 31^st March, 2025. There are no small depositors in the company.

7. TRANSFER TO RESERVE AND TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year 2024-25, The Company has incurred Loss of 6623262.27/- ,for the same The Company had not transferred any profit to Reserve & Surplus After Provision of Income Tax.

8. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the Financial Year 2024-2025, The Company has three associate Companies i.e Amrit India Limited, Avail Financial Services Ltd. And India Solomon Holdings Limited. According, AOC-1 is attached to this annual report as separate section under Annexure-1.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The provisions of maintenance of cost records by company has been mandated under Companies (Cost Records and Audit) Rules, 2014 does not apply to company as company is not engaged in manufacturing Industry.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 203 of Companies Act, 2013 read with the Rules framed there under:

? Ms. Nikita, Company Secretary cum Compliance officer

? CFO Pradeep Kumar Sharma

In accordance with the provisions of Section-134(5) the Board confirms and submits the Directors Responsibility statements:-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) The Director 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 as on 31st March, 2025 and Profit & Loss of the Company for the year ended 31st March, 2025.

(c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safe guarding the assets of the company and preventing and detecting fraud and other irregularities.

(d) The annual accounts are prepared on a Going Concern Basis.

(e) The Directors have devised proper system to ensure compliance with the Provision of all applicable Laws and that such system were adequate and operating effectively.

During the financial year Seven (7) Board Meetings were held on 14-11-2024, 22-11-2024, 20-12-2024, 11-01-2025, 16-01-2025, 14-02-2025 and 31-03-2025.

As per the Section of the Companies Act, 2013, the provisions of rotation by directors are not applicable to the company.

During the financial year 2024-2025, there has not any resignation during the FY 2024-25. After the FY 2024-25 Ms. Komal & Ms Rinkal has resigned w.e.f 14^th April, 2025 from the post of Director.

During the Financial Year 2024-2025 Ms. Komal and Ms. Rinkal have been appointed as a Director on 16/01/2025. After the end of FY 2024-25, Mr. Divyesh Kishor Bhanushali, Ms. Bhoomi Girish Bhadra has been appointed w.e.f 14^th July, 2025 & Mr. Durga Yadav & Mr. Sanjay Tulsidas Bhanushali has been appointed w.e.f 5^th August, 2025.

The Board of Directors duly met (7) times during the Financial Year ended 31/03/2025. The dates on which meetings was /held are 14-11-2024, 22-11-2024, 20-12-2024, 11-01-2025, 16-01-2025, 14-02-2025 and 31-03-2025

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

The Audit Committee comprises Three Members during the year and the (01) Audit Committee meetings were convened and held.

The Committee met 01 times dated on 14/02/2025 during the financial year ended on March 31, 2025.

The Composition of audit committee and their attendance at the meeting are as under: -

The Nomination & Remuneration Committee comprises three members, all are Non-Executive Directors. During the year One Meeting of Nomination & Remuneration Committee Meetings was held.

The Committee met 2 time during the Financial Year- 2024-25 dated on 12/01/2025 & 16/01/2025.The Composition of Nomination & Remuneration Committee and their attendance are mentioned asunder: -

The amended/ updated policy of nomination policy is also placed on website of the company i.e. www.abhijittrading.in respectively.

The Stakeholders Relationship Committee comprises three members. During the year, One (01) Stakeholders Relationship Committee Meetings was convened and held.

The Committee met 1 time on 17/01/2025, during the F.Y.-2024-25. The Composition

Stakeholders' Relationship committee and their attendance at the meeting are as under:-

1. At the Board Meeting of the company held on Wednesday, 04^th June, 2025, Board has appointed M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N) as Statutory Auditors of the Company under casual vacancy in place of M/s Ashish Khandelwal & Company, Chartered Accountants (Firm Registration No. (011556N) who tender his resignation on 03^rd June 2025, to hold the office till the conclusion of Ensuing AGM.

Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N), as Statutory Auditors of the Company would be tabled at the meeting of Members, to be appointed as a Statutory Auditor of the Company Subject to the approval of Shareholders at General Meeting.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

The Notes on financial statement referred to in the Auditors' Report are self explanatory and do not call for any further comments.

? Statutory Auditor's Report

The Auditor has given an audit report on the financial statements for the Financial Year 2024-25 and annexed herewith marked as Annexure-II.

? Statutory Auditor's Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

The Company has appointed ACS Parul Agrawal (Practicing Company Secretaries) w.e.f 31^st March 2025 as Secretarial Auditor to conduct the Secretarial Audit for the year 2024-25.

? Secretarial Auditor ‘s Report

The Secretarial Audit Report is annexed herewith as Annexure-III to this report in Form No.MR-3.

? Secretarial Auditor ‘s Observations

The observations made by Auditors with reference to notes to account are mentioned in the MR-3 in Annexure-III. The Board of Directors considered the matter and seeking to resolve the matter.

The Company has appointed Mr. Deepak Kumar Bhojak as an Internal Auditor of the Company for the financial year 2024-25 and Mr Piyush jain has been Appointed as internal Auditor for the FY 2025-26.

? Internal Auditor's Report

Mr. Deepak Kumar Bhojak placed the internal audit report to the Company.

? Internal Auditor's Observations

Internal Audit Report is Self-explanatory and need no comments.

During the year under review, your directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2024-25.

19. COMPLIANCE

The Company has complied and continues to comply with all the applicable Rules, Regulations, circulars, and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc. from time to time.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/ regulations/ guidelines issued from time to time.

20. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company follows the Secretarial Standards as prescribed by the Institute of company Secretaries of India.

21. OTHER DISCLOSURE

? The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

? The Company did not issue any Sweat Equity shares.

? The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

22. DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN- INE909P01012 has been allotted for the Company. Therefore, the matter and/ or investors may keep their shareholding in the electronic mode with their Depository Participates 79.36% of the Company's Paid-up Share Capital is in dematerialized form and balance 26.64% is in physical form as on 31^st March 2025.

23. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in its place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The policy is available on website of the company i.e., www.starlitpower.com

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25. No of complaints received : NIL

No of complaints disposed-off: NIL

Number of cases pending for more than ninety days: NIL

Statement on Compliance with the Maternity Benefit Act, 1961, We hereby affirm that our company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

We are committed to ensuring the rights and welfare of our women employees, and accordingly:

Maternity benefits, including paid leave, medical bonus, nursing breaks, and other applicable entitlements, are provided in accordance with the Act; No discrimination is made against women employees on account of pregnancy, childbirth, or any conditions related thereto; Appropriate records are maintained as per statutory requirements; We ensure a safe, inclusive, and supportive work environment for all women employees, particularly during maternity and post-maternity periods. This statement is issued in good faith and in the interest of transparency and statutory compliance.

There were no Transaction and Financial Dealing in Crypto / Virtual Currency in the F.Y. 2024-25.

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

Ms. Nikita, an Associate Member of the ICSI, has been appointed, by the Board of Directors, as Company Secretary and Compliance Officer of the Company with effect from July 19, 2024. The same is continued till date.

The Company has developed and implemented Corporate Social Responsibility Policy as required as per Section 135 of Companies act 2013. The Policy is attached with Board Report as per "Annexure-II".

The Company or its associates did not pay any remuneration/commission/any peculiar payment to any of its directors in the financial year under review.

None of the employees was drawing in excess of the limits by the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 which needs to be disclosed in the directors' report.

The Company presently does not give any kind of benefits to their employees or employers.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and out go as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished.

a) Conservation of energy

Steps taken/ impact on conservation of energy, with special reference to the following:

Steps taken by the company for utilizing alternate sources of energy including waste Generate: NIL

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not taken any technical knowhow from anyone and hence not applicable. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: The Company has not imported any technology and hence not applicable.

The Company has not incurred any expenditure on research and development.

This year too, Annual Report and the notice of the 29^th Annual General Meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Bigshare Services Pvt Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

Statements in the Board's Report and the Management Discussion and Analysis given to this report describing the Company's objectives, projections, estimates, expectations, or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company's operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in your Company's principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business and other factors such as litigation and labour negotiations. Your Company is not obliged to publicly amend, modify, or revise any forward-looking statements, based on any subsequent development, information, or events or otherwise.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient of loan or guarantee or security in terms of the provisions of Section 186 of the Act and are disclosed under Notes to Accounts annexed to the Standalone Financial Statements for the Financial Year ended March 31, 2025 and the same forms part of the Annual Report.

There is no contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 furnished in "Annexure-III" and attached to this annual report.

37. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations' 2015 read with Schedule V thereto, a detailed report on Corporate Governance is presented in a Separate Section which forms part of the Annual Report under Annexure II. A

Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

The Web Address where Annual Return of the Company for the Financial Year 2024-25 referred in sub-section (3) of Section 92 has been placed is mentioned below: www.starlitpower.com

The provisions for certification of the Annual Return of the Company in Form MGT-9 in accordance with Companies Act, 2013 and rules made their under for the time being in force for the Financial year 2024-2025 are applicable to Company.

There Company has not conducted any Share Holders Meeting i.e.

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance forming part of the Annual Report

The Company has also formulated a CSR Policy which is available on the website of the Company

An Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time) has been appended as Annexure 4 to this Board's Report.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company are continuously reviewed by Management of the Company.

Your Directors confirm that no disclosure or reporting is required in respect of the following matters, as there were no such transactions during the year under review:

? issue of Equity Shares with differential rights as to dividend, voting, or otherwise;

? change in the nature of business of the Company;

? receipt of remuneration or commission by the Managing Director or Whole-time Directors from any of the Company's Subsidiaries;

? any proceedings under the Insolvency and Bankruptcy Code, 2016, pending before the National Company Law Tribunal or any other Court by or against the Company;

? any instance of one-time settlement with a Bank or Financial Institution;

? any scheme involving provision of money for the purchase of the Company's own Shares by employees or by trustees for the benefit of employees; and

? issue of Shares (including Sweat Equity Shares) to employees of the Company, except for the grant of options under the Employee Stock Options Schemes referred to in this Board's Report.

? Details of Difference between Valuation Amount on One Time Settlement and Valuation While Availing Loan from Banks and Financial Institutions:

The Board of Directors wish to place on record their sincere appreciation acknowledge with gratitude the support and consideration extended by the bankers, shareholders and employee and look forward for their continued support & Cooperation.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.