Starlog Enterprises Ltd

Dear Members,

The Board of Directors of Starlog Enterprises Limited is pleased to present the 41st (Forty-first) Annual Report on the business operations and state of affairs of the Company together with the Audited (Standalone and Consolidated) Financial Statements of the Company for the Financial Year ended March 31, 2025.

The summary of the financial performance of the Company on a standalone basis, for the Financial Year 2024-25 as compared to the previous Financial Year 2023-24 is as follows:

(Rs in Lakhs)

The summary of the financial performance of the Company on a consolidated basis, for the Financial Year 2024-25 as compared to the previous Financial Year 2023-24 is as follows:

(Rs in Lakhs)

Starlog is in the equipment rental business, incorporated in 1983. Starlog plans to invest in specialised equipment to meet India's growing needs for energy, infrastructure and natural resources.

During the financial year under review, there were no changes in the nature of the business.

During the year under review, your Company recorded Gross Receipts of H 12.08 Crores vis-?-vis H 17.07 Crores in the previous year. Your Company has recorded profit of H 27.06 Crores vis-?-vis loss of H 0.96 Crores in the previous year.

Your Directors have not recommended any dividend on Equity Shares for the year under review.

During the year under review, the Company has not transferred any amount to the General Reserve.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ("the Act") are given in the Notes to the Accounts of the Standalone Financial Statements which forms part of the Annual Report.

During the financial year 2024-25 no significant and material orders have been passed, by the Regulators or Courts or Tribunals against the Company. Contingent liabilities have been disclosed in the notes to accounts.

In accordance with the Act, the annual return in the prescribed format is available on the website of the Company at www.starlog.in.

The Board of Directors met 9 (nine) times during financial year 2024-25 viz. May 30, 2024; June 18, 2024; July 22, 2024; August 14, 2024; August 30, 2024; November 11, 2024; February 07, 2025; February 21, 2025 and March 12, 2025 respectively.

The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. Other Additional details of the Directors, their meetings, attendance etc. have been given in the Corporate Governance Report in "Annexure -A" which forms a part of this Annual Report.

During the financial year under review, there was no change in the Authorised Share Capital of the Company.

During the financial year under review, there was no changeinthePaid-upShareCapitaloftheCompany. However, post the closure of Financial Year 2024-25, the Paid-up Share Capital of the Company has increased from H 11,96,69,850/- (Rupees Eleven Crore Ninety-Six Lakhs Sixty-Nine Thousand Eight Hundred and Fifty Only) divided into 1,19,66,985 (One Crore Nineteen Lakhs Sixty-Six Thousand Nine Hundred and Eighty-Five) fully paid-up Equity Shares of H 10/- (Rupees Ten only) each to H 14,96,69,850/- (Rupees Fourteen Crore Ninety-Six Lakhs Sixty-Nine Thousand Eight Hundred and Fifty Only) divided into 1,49,66,985 (One Crore Forty-Nine Lakhs Sixty-Six Thousand Nine Hundred and Eighty-Five) fully paid-up Equity Shares of H 10/- (Rupees Four only) each.

The Company has made the allotment of 30,00,000 Equity Shares on Preferential Basis, as stated hereunder:

As on March 31, 2025, the Board of Directors of your Company comprises of 6(six) Directors comprising of a Managing Director & Chief Executive Officer ("CEO"), a Additional Director (Whole-time Director) & Chief Financial Officer ("CFO"), a Whole-time Director and 3(three) Non-Executive Independent Directors (including 1(One) Woman Independent Director). The constitution of the Board of the Company is in accordance with requirements of Section 149 of the Act and Regulation 17 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations").

Following are changes in the Directors/Key Managerial Personnel during the year under review: Ms. Priyanka Agarwal had resigned as the Company Secretary and Compliance Officer w.e.f. May 04, 2024; Ms. Seema Jagnani was appointed as the Company Secretary and Compliance Officer w.e.f. July 22, 2024; Ms. Seema Jagnani had resigned as the Company Secretary and Compliance Officer w.e.f. January 08, 2025; Ms. Edwina Dsouza (DIN: 09532802) had resigned from the position of Chief Financial Officer w.e.f. March 12, 2025; Mr. Raj Manek (DIN: 10997941) was appointed an Additional Director (Whole-time Director) and Chief Financial Officer of the Company, for a term of three years with effect from March 13, 2025, subject to the approval of shareholders; Mr. Seshadri (DIN: 08449681), Independent Director of the Company was re-appointed for a second term of three years w.e.f. September 26, 2024; Ms. Edwina Dsouza (DIN: 09532802) was reappointed as Whole-time Director of the Company for a term of three years w.e.f. March 22, 2025; Mr. Saket Agarwal (DIN: 00162608) was re-appointed as the Managing Director and Chief Executive Officer of the Company for a term of three years w.e.f. September 13, 2025; Post FY 2024-25, Ms. Gunjan Sanghavi was appointed as the Company Secretary and Compliance Officer w.e.f. April 07, 2025.

Ms. Edwina Dsouza (DIN: 09532802), Whole-Time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment. A resolution seeking shareholder's approval for her re-appointment along with the required details are stated in the Notice of the 41st AGM.

All independent directors of the Company have submitted the requisite declarations confirming their ongoing compliance with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulation. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act. These declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body and have maintained their registration with the database of the Indian Institute of Corporate Affairs (IICA). The Board based on thorough evaluation, is of the opinion that all independent directors consistently demonstrate integrity, expertise, and experience, significantly contributing to the governance of the Company. Additionally, all directors of the Company have confirmed that there are no disqualifications against them for appointment as directors, in accordance with Section 164 of the Act.

The detailed information with respect to the Committees of the Board is provided in the Report of Corporate Governance which forms part of this Annual Report.

The Nomination and Remuneration Committee and the Board of Directors have carried out the annual performance evaluation of all the Directors including Independent Directors, Non-executive non-Independent Directors and Managing Director and the Board as a whole (including the Committees). Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out a formal review for evaluation of its own performance and the directors individually. The performance of the Board was evaluated on the basis of criteria such as the Board composition and structure, effectiveness on processes, participation in assessment of annual operating plan, risks etc. The individual directors are evaluated on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year.

Your Company has framed various programs to familiarize the Independent Directors with the

Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company to enable them to contribute effectively. The Independent Directors are apprised on various aspects such as business models, new business strategies and initiatives by business leaders, risk minimization procedures, recent trends in technology, changes in domestic/overseas industry scenario, digital transformation, and other regulatory regime affecting the Company. These meetings also facilitate Independent Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business. The details of the familiarization Programme are also available on the website of the Company at http://www.starlog.in/html/Corporate.html

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on website of the Company.

Pursuant to the requirements under Section 134(3) (c) of Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: i. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there is no material departure from the same. ii. the Directors 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 at March 31, 2025 and of the profit of the Company for the year ended on that date. iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. the Directors have prepared the accounts for the year ended on March 31, 2025, on a going concern basis. v. the internal financial controls were in place and that the financial controls were adequate and were operating effectively; and vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s. Gupta Rustagi & Co (ICAI Firm Registration No. 128701W), continue to hold the office as statutory auditors of the Company for the financial year 2024-25.

The tenure of existing statutory auditors, M/s. Gupta Rustagi & Co (ICAI Firm Registration No. 128701W) is due to expire at the conclusion of the 41st Annual General Meeting to be held in the calendar year 2025. Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Bhattacharya Das and Co., Chartered Accountants is proposed to be appointed as statutory auditors of the Company (Firm Membership No. 307077E) (‘Statutory Auditors') for a term of five consecutive terms commencing from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting. The Company has received the eligibility certificate from the Statutory Auditors confirming that they are not disqualified from being appointed as the Statutory Auditors of the Company.

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ritul Parmar, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the FY 2024-25. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

During the year under review, pursuant to the provisions of the Section 143(12), the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees.

In terms of the Listing Regulations, the Board of Directors of your Company have devised a policy on dealing with Related Party Transactions. The policy may be accessed on the website of the Company at the web-link http://www.starlog.in/ html/Corporate.html.

All related party transactions are to be presented to the Audit Committee for approval. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. All related party transactions entered into by the Company were in ordinary course of business and were on an arms length's basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. Further, Related Party Transactions / disclosures are in the notes to financial statements.

There were no material significant RPT transacted by the Company during the year that required Shareholders' approval under Regulation 23 of the Listing Regulations. None of the transactions with related parties fell under the scope of Section 188(1) of the Act. The disclosure of RPTs as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report.

Provisions of Section 135 of the Act with regard to Corporate Social Responsibility ("CSR") are not applicable to the Company.

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. The requirements of Regulation 21 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, with regard to the constitution of a Risk Management Committee are not applicable to our Company.

The Company has framed a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company, www.starlog.in. The Vigil Mechanism enables the Directors, employees and all stakeholders of the Company to report genuine concerns and provides for adequate safeguards against victimization of person who use Vigil Mechanism and also makes provision for direct access to the Chairperson of the Audit Committee.

The Annual Audited Consolidated Financial Statements are based on the Financial Statements received from Subsidiaries as approved by their respective Board of Directors and have been prepared in accordance with Indian Accounting Standards (Ind AS) which have been notified by the Ministry of Corporate Affairs from time to time and form part of this Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in the Listing Regulations. The Corporate Governance Report is enclosed as a part of the Annual Report along with the certificate from the Secretarial Auditor Mr. Ritul Parmar, Practicing Company Secretary confirming compliance of the code of Corporate Governance as stipulated Para E of Schedule V of the Listing Regulations.

Therehavebeennomaterialchangesandcommitment affecting the financial position of the Company which have occurred between the end of the Financial Year 2024-25 of the Company to which the financial statements relate and the date of this report.

The Company has the following subsidiaries:

1 Starport Logistics Limited

2 Starlift Services Private Limited

3 Kandla Container Terminal Private Limited

1 Southwest Port Limited

2 Alba Asia Private Limited

3 West Quay Multiport Private Limited

Alba Asia Private Limited holds 99.915% of total share capital and controls the Board of Directors of West Quay Multiport Private Limited, Hence, Alba Asia Private Limited is holding company of West Quay Multiport Private Limited in term of Act. The report on the highlights of performance of subsidiaries & associates and their contribution to the overall performance of the company is attached to this Annual Report in the form AOC-1.

The Company is neither required to maintain Cost Records nor required to appoint Cost Auditor pursuant to Section 148 of the Act and rules framed thereunder.

The Company has adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of Section197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as "Annexure – C".

The Company has not issued any sweat equity shares/ Issue of Shares with Differential Rights/ Issue of Shares under Employee's stock option scheme during the year under review i.e., 2024-25.

The Company has neither purchased nor given any loan to anyone for purchase of its shares.

The Company has not considered any proposal for buyback of shares during the year under review.

As per the requirement of Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the events, which have taken place and the conditions prevailed, during the period under review, are enclosed in "Annexure-D" to this Report.

The statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required in terms of Section134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure E".

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') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary and trainees) are supposed to adhere to and conduct themselves as prescribed in this policy. The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25 No of complaints received : Nil No of complaints disposed of : Nil

Your Company has taken the initiative of going green and minimizing the impact on the environment by circulating the copy of the Annual Report in electronic format to all members whose email addresses are available with the Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.

The Company was not required to transfer any amount to the Investor Education and Protection Fund established by the Central Government (IEPF) during the financial year 2024-25.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

During the financial year under review, your Company has neither invited nor accepted any deposits from the public, in accordance with Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

The Company had received a sanction letter dated March 23, 2024, regarding the full and final settlement of dues of the Company owed to Prudent ARC Limited (the "last remaining lender") acting in its capacity of trustee of Prudent Trust-92/24 (PARC) under deferred payment settlement. Accordingly, the Company has made the payment of all its dues to Prudent ARC Limited as per the terms of the deferred payment settlement and accordingly, no further dues are payable by the Company to Prudent ARC Limited on account of the outstanding dues acquired by Prudent ARC Limited from Axis Bank Ltd. The Company has received "No Dues Certificate" in this regard and has informed the exchange regarding the same vide intimation dated November 12, 2024.

The Business Responsibility and Sustainability Report under the Listing Regulations is not applicable to the Company.

The Internal Audit Report for the financial year ended March 31, 2025, covering various areas of audit, as received from M/s. A. N. Shah & Associates, Chartered Accountants (FRN: 152559W), Internal Auditors was presented before Audit Committee. There are no material adverse comments or observations by the Internal Auditor.

Your Directors would like to express their sincere appreciation for the support and co-operation extended by bankers, financial institutions, regulatory bodies, government authorities, shareholders and specifically the contribution made by the employees of the Company in the operations of the Company during the year under review. Your Directors look forward to their continued support.

For and on behalf of Board of Directors

Sd/-

Chairperson,Managing Director & Chief Executive Officer DIN: 00162608

Place: Mumbai Date: May 12, 2025