Star Delta Transformers Ltd

TO,

THE MEMBERS OF

STAR DELTA TRANSFORMERS LIMITED BHOPAL

Your Directors have pleasure in presenting their 48th (Forty-Eighth) Board's Report along with the Audited Financial Results of the Company for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS AND OPERATION:

Your Company's financial performance during the Financial Year 2023-24 as compared to that of the previous Financial Year 2022-23 is summarized below:

(Amount in Rs.)

2. STATE OF COMPANY'S AFFAIRS & FUTURE OUTLOOK:

During the year under report,

a) The Company total revenue has been increased from Rs. 87,97,26,672.89/- to Rs. 1,69,32,59,626.87/- i.e. 92.47 % and Company's profit before tax has been also increased from Rs. 7,68,72,329.52/- to Rs. 15,01,28,628.83/- i.e. 95.29%.

b) After charging all expenses and taxes, the Company net Profit increased from Rs. 5,75,86,341.08 /- to Rs. 11,11,51,192.01/- i.e. 93.01%.

c) The earnings per share (EPS) are Rs. 37.05 as compared to Rs. 19.19 as reported in the previous year.

3. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of the business of your company during the financial year 2023-24.

4. DIVIDEND:

Your Directors have considered it financially prudent in the long-term interests of the Company to plough back the profits of the Company to build a strong reserve base and grow the business of the Company. Thus, with a view to augment resources, your Directors do not recommend any Dividend on Equity Shares for the financial year ended March 31, 2024.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013:

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

Company has transferred Rs 11,11,51,192.01 to retained earnings.

6. DETAILS OF SU BSIDIARY/JOINTVENTU RES/ASSOCIATE COMPANIES:

As on March 31, 2024, the Company does not have any Subsidiary /Joint Venture/ Associate Companies. Further no Company has become or ceased to be Subsidiaries, Joint Ventures or Associate Company, during the financial year under review.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 31.03.2024 OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2023-24 to which the Financial Statements relate and the date of the Board's' Report (i.e., from April 01, 2024 upto August 12, 2024).

8. SHARE CAPITAL

During the year under review, there was no change in the Company's share capital.

Company's Authorized Capital is Rs. 3,17,50,000/-divided into 31,25,000 equity share of Rs. 10/- each and 50,000 15% Redeemable Preference shares of Rs. 10/- each. Paid up share capital of the Company is Rs. 3,00,02,000/- divided in 30,00,200 Equity shares of Rs. 10/- each.

9. LISTING

The Equity Shares of your Company is listed on Bombay Stock Exchange (BSE) Limited. The Company confirms that it has paid the Annual Listing Fees to BSE where the Company's Shares are listed.

10. DIRECTORS:

• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Kishore Gupta (DIN: 00014205) Director of the Company is liable to retire by rotation at the forthcoming 48th (Forty-Eighth) Annual General Meeting (AGM), and being eligible, has offered himself for re-appointment.

• The Board of Directors, on recommendation of the Nomination and remuneration committee, has proposed to re-appoint Mr. Ajay Gupta (DIN: 03644871) as Non-Executive, Independent Director of the Company, for his 2nd Consecutive Term with effect from March 26th , 2025 to hold office for a term of 5 (Five) consecutive years commencing from March 26th , 2025 upto March 25th , 2030 (both days inclusive) and subject to the approval of the members in this 48th Annual General Meeting, for Re-appointment as an Independent Director not liable to retire by rotation.

• Upon recommendation of the Nomination and Remuneration Committee of the Company and as approved by Board of Directors in its meeting held on August 11 , 2023, the tenure of Mrs. Shalini Mathur (DIN: 08386168) who was appointed as Non-Executive women Independent Director of the Company to hold office for a term of 5 (Five) consecutive years commencing from March 11, 2019 upto March 11, 2024 (both days inclusive), was expiring on March 11 , 2024 and who being eligible to be appointed as Director and has submitted a declaration that she meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015 has been re-appointed as Non-Executive women Independent Director of the Company to hold office for a term of 5 (Five) consecutive years commencing from March 12, 2024 upto March 11, 2029 (both days inclusive) subject to consent of members of the company which was taken at the 47th (Forty-Seventh) Annual General Meeting (AGM).

• Upon recommendation of the Nomination and Remuneration Committee of the Company and as approved by Board of Directors in its meeting held on August 11, 2023 Mr. Shashendra Lahri (DIN: 02704101) was appointed as an Additional Director designated as Non-Executive, Independent Director on the Board of the Company with effect from 11th August 2023 to hold office till the conclusion of the next Annual General Meeting and subject to the approval of the members in the 47th (Forty-Seventh) Annual General Meeting, was appointed as an Independent Director to hold office for a term period of 5 consecutive years commencing with effect from August 11th 2023 to August 10th, 2028 (both days inclusive).

• The tenure of Mr. Kishore Gupta (00014205) Chairman and Managing Director is expiring on March 25, 2025, Hence, Board of Directors, on recommendation of the Nomination and remuneration committee, subject to the approval of members of the Company by way of special resolution in next General meeting, had re-appointed Mr. Kishore Gupta, (Din: 00014205) as an Chairman and Managing Director of the Company for another term of 5 (Five) consecutive years commencing from March 26, 2025 upto March 25, 2030 (both days inclusive) in its 60th meeting held on 12th August 2024 as per the revised terms and conditions of remuneration to be approved by the Members of the Company in this General Meeting.

• The tenure of Mr. Rakesh Gupta(00014139) Whole time director and CFO is expiring on closing of business hours on September 28, 2025. Hence, Board of Directors, on recommendation of the Nomination and remuneration committee, subject to the approval of members of the Company by way of special resolution in next General meeting, had re-appointed Mr. Rakesh Gupta(00014139) as Whole Time Director of the Company for another term of 5 (Five) consecutive years commencing from September 29, 2025 upto September 28, 2030 (both days inclusive) in its 60th meeting held on 12th August 2024 as per the revised terms and conditions of remuneration to be approved by the Members of the Company in this General Meeting.

• Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from a Company Secretary in Practice certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

11. KEY MANAGERIAL PERSONNEL (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section

203 of the Companies Act, 2013, as on March 31, 2024: -

1. Mr. Kishore Gupta (DIN: 00014205), Chairman and Managing Director

2. Mr. Rakesh Gupta (DIN: 00014139), Whole - Time Director & Chief Financial Officer

3. Ms. Itisha Agarwal, Company Secretary & Compliance Officer

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 6 (Six) times during Financial Year 2023-24 on 26/05/2023, 27/06/2023, 11/08/2023, 09/11/2023, 30/11/2023 and 13/02/2024. The details of Board Meetings and the attendance of the Directors there at are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013.

13. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations, 2015, the performance evaluation of Independent Directors has been done by all Directors except Director being evaluated and performance evaluation of the Committees of the Board and individual Directors has been done by the entire Board of Directors as a whole.

The Structured Rating sheets for evaluation of Independent Directors, its own performance, and that of its committees and individual Directors were placed down before the Directors. Directors assigned the specific ratings in Rating Sheets after taking into consideration various aspects and vital feedback was received from them on how the Board currently operates and how it might improve its effectiveness. The Board of Directors has expressed its satisfaction with the evaluation process.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Directors of the Company to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, had been followed along with proper explanation relating to material departures;

b) 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 profit of the company for that period;

c) they have taken proper and sufficient care has been taken 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;

d) They have prepared Annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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.

15. INDEPENDENT DIRECTORS:

Company had following three Independent Directors as on March 31, 2024:

1. Mr. Ajay Gupta (DIN: 03644871)

2. Mr. Shashendra Lahri (DIN: 02704101)

3. Mrs. Shalini Mathur (DIN: 08386168)

All the Independent Directors of your Company, viz., Mr. Ajay Gupta, Mr. Shashendra Lahri, Mrs. Shalini Mathur had registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

Your Company has received declarations from all the above named Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16(1)(b) of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. All the Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company which is available on the website, viz., www.stardeltatransformers.com at the web link http://www.stardeltatransformers.com/other- disclosures.php

All the Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors met once during the financial year 2023-24, i.e., on December 8, 2023 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.

16. TRAINING TO INDEPENDENT DIRECTORS:

With a view to familiarize the independent directors with the Company's operations, as required under regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company conduct various familiarization programmes for the independent directors as and when required.

The policy on such familiarization programmes is placed on the Company's website at www.stardeltatransformers.com at the web link http://www.stardeltatransformers.com/other- disclosures.php

17. COMMITTEES OF THE BOARD:

The Company's Board has the following Committees:

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted/reconstituted its Audit Committee from time to time. As on March 31, 2024, the Composition of Audit Committee was as follow:

• changes in the Composition of the Audit Committee during the Financial Year 2023-24:

Mr. Ankur Chouksey (DIN: 08703922) resigned from the post of Independent director of the company on 11th August 2023 and Mr. Shashendra Lahri (DIN: 02704101) was appointed as the Independent Director subject to approval in AGM and therefore Mr. Shashendra Lahri (DIN: 02704101) became a member of Audit Committee on 11th August 2023.

Audit Committee Meetings were held Five (5) times on 26/05/2023, 27/06/2023, 11/08/2023, 09/11/2023 and 13/02/2024 during financial year 2023-24. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Board has accepted all the recommendations of the Audit Committee.

B. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted/reconstituted its Nomination and Remuneration Committee from time to time. As on March 31, 2024, the Composition of Nomination and Remuneration Committee was as follow:

• changes in the Composition of the Nomination and remuneration Committee during the Financial Year 2023-24:

Mr. Ankur Chouksey (DIN: 08703922) resigned from the post of Independent director of the company on 11th August 2023 and Mr. Shashendra Lahri (DIN: 02704101) was appointed as the Independent Director subject to approval in AGM and therefore Mr. Shashendra Lahri (DIN: 02704101) became a member of Nomination and remuneration Committee on 11th August 2023.

Nomination and Remuneration Committee Meeting held Two (2) Times on 11/08/2023 and 20/10/2023 during Financial Year 2023-24.

C. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted/reconstituted its Stakeholders Relationship Committee from time to time. As on March 31, 2024, the Composition of Stakeholders Relationship Committee was as follow:

• changes in the Composition of the Stakeholders Relationship Committee during the Financial Year 202324:

Mr. Ankur Chouksey (DIN: 08703922) resigned from the post of Independent director of the company on 11th August 2023 and Mr. Shashendra Lahri (DIN: 02704101) was appointed as the Independent Director subject to approval in AGM and therefore Mr. Shashendra Lahri (DIN: 02704101) became chairman and member of Stakeholder Relationship Committee on 11th August 2023.

Stakeholders Relationship Committee Meetings held only 1 (One) time on 09/11/2023 during Financial year 2023-24. Ms. Itisha Agarwal is the Secretary to Stakeholders' Relationship Committee. The Company Secretary and Compliance Officer attend all Meetings of the Stakeholders' Relationship Committee.

Stakeholders Relationship Committee has been set up to redress complaints received from any stakeholder. However, the Company has not received any complaints from any Stakeholders during the year under review. There are no pending share transfers as on March 31, 2024.

D. Corporate Social Responsibility Committee:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted/reconstituted its Corporate Social Responsibility (CSR) Committee from time to time. As on March 31, 2024, the Corporate Social Responsibility (CSR) Committee comprises of the following Members:-

There are no changes in the Composition of the Corporate Social Responsibility (CSR) Committee during the Financial Year 2023-24

Corporate Social Responsibility Committee Meetings held only 1 (One) time on 25/01/2024 during Financial year 2023-24.

CSR POLICY:

There are no new updates on CSR policy and the adopted CSR policy is uploaded on the company's website at https://www.stardeltatransformers.com/other-disclosures

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

As per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, is prepared and same is annexed with this Board's Report as "Annexure A".

The details of amount budgeted, spent and unspent along with the reasons for not spending the allocated amount are included in the said report.

The detailed description of the above Committees of the board is provided in the Corporate Governance section of the annual report.

18. ANTI SEXUAL HARASSMENT POLICY:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committees have also been set up to redress any such complaints received. However, the Company has not received any complaints pertaining to Sexual Harassment during the year under review.

19. ANNUAL RETURN:

The Annual Return for the Financial Year ended March 31, 2024 in Form MGT-7 is being hosted on the website of the Company, viz https://www.stardeltatransformers.com/investers

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Investments and Guarantees covered under Section 186 of the Companies Act, 2013 form a part of the Notes to the Financial Statements provided in this Annual Report.

21. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by your Company during the Financial Year 2023-24 were on arm's length basis and in the ordinary course of business. There were no materials significant Related Party Transactions entered into by the Company which may have a potential conflict with the interest of the Company. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable.

The Company has given loan to Majestic Leasing Company Private Limited under Section 185 of Companies Act, 2013, approval of which had been taken from the Members of the Company by passing Special Resolution in their 43rd and 44 th Annual General meeting.

In compliance with the provisions of the Act and Regulation 23(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has obtained omnibus approval from the Audit Committee and transactions were reported to the Audit Committee / Board at their quarterly meeting. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company.

Attention of the Shareholders is also drawn to the disclosure of transactions with Related Parties as set out in Note No. 30 of the Standalone Financial Statements, forming part of the Annual Report.

The policy on materiality of related party transactions as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been updated on 11th August 2023 and is available on the company's website at www.stardeltatransformers.com at the web link http://www.stardeltatransformers.com/other-disclosures.php

22. DEPOSITS:

The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Conservation of Energy:

Company continues its efforts to reduce and optimize the energy consumption at all manufacturing facilities, including corporate office through continuous monitoring and high degree of awareness for energy conservation. Company also has its own solar power plant. Company has not made any capital investment on energy conservation equipments.

A. Power & Fuel Consumption

B. C. Consumption per unit of production

Technology absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company has not imported technology during the last three years and No research work has been carried out and therefore there is no expenditure on this account.

Foreign exchange earnings and outgo:

Foreign exchange earnings: Nil Foreign exchange outgo: Nil

24. RISK MANAGEMENT:

Risk management policy and processes enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. Risk Management is a central part of firm's strategic management. Risk Management is a continuous process. There are four fundamental approaches:

• Identity

• Assess &Evaluate

• Take action

• Review & report

Identified risk elements

• State/local regulations

• Labour concerns

• General economic conditions

• Commodity/ Raw material prices

• Competition

• Demand for products

• Technology innovation

• Legal/ Secretarial

• Natural disaster

Company through its functional heads reviews from time to time the deviation from the benchmarks and promptly make report to the Board, which in turn takes the corrective action to avoid severe conditions. The framework seeks to create transparency, minimize adverse impacts on the business objectives and enhance the Company's competitive advantage.

25. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. The Company has also appointed an Internal Auditor to ensure compliance and effectiveness of the Internal Control Systems in place.

26. VIGIL MECHANISM:

The company has established Vigil Mechanism through its whistle Blower Policy approved and adopted by Board of Directors in Compliance with Section 177 of the Companies Act, 2013, and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism provides a proper platform to the directors and employees to report their genuine concerns or any instances of illegal or unethical practices, actual or suspected fraud or violation of the Company's code of conduct or ethics policy and disclosure/leak of unpublished price sensitive information to audit Committee or its Chairperson.

The Policy also provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. During F.Y 2023-24, No incidents has been reported under Whistle Blower Policy. No personnel of the Company were denied access to the Audit Committee.

The Whistle Blower Policy of the Company can be accessed at website of the Company at http://www.stardeltatransformers.com/other-disclosures.php

27. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

It is hereby confirmed that the remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2023-24 was in conformity with the Nomination and Remuneration Policy of the Company. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.)

A. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year 2023-24 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 are as under:

Notes:

• Number of permanent employees on the rolls of Company: (as on 31.03.2024): 70 Employees

• Median basic remuneration of employees other than directors for the financial year 2023-24 is Rs. 1,93,080

• Non-Executive, Independent Directors were not paid any remuneration during financial year 2023-24. They were paid Sitting fees, whose details have been given in Corporate Governance report attached with this Annual Report.

• Figures of remuneration include Salary in hand plus perquisites.

B. The percentage increase in the median remuneration of employees in the financial year 2023-24:

C. The number of permanent employees on the rolls of Company: Total permanent employees as on 31.03.2024 were 70 excluding Directors.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the year under review, managerial remuneration was increased after passing special resolution in 47th AGM held on 29th September 2023 .

There is decrease of 50.7% in the median remuneration of Employees due to increase in the number of permanent employees , 10.88% increase in the remuneration of Mr. Kishore Gupta (DIN:00014205) Chairman & Managing Director and 16.51% increase in the remuneration of Mr. Rakesh Gupta (DIN:00014139)Whole-time director & Chief financial officer and 25.52% increase in the remuneration of Mr. Mayank Gupta (DIN: 00244850), Executive Director.

This remuneration includes salary and perquisites both.

The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act.

There are no exceptional circumstances for increase in the managerial remuneration.

E. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

F. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for Financial year ended March 31, 2024:

1) Names of top 10 Employees Employed throughout the Financial Year 2023-24 and who were paid remuneration of not less than Rs. 1.02 Crores per annum:

2) Names of top 10 Employees Employed for a part of the financial year 2023-24 and who were paid monthly remuneration of not less than Rs. 80.5 lakh per annum:

3) Employee employed throughout the financial year or the part thereof, was in receipt of remuneration that year which, in the aggregate, or the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the company: Nil

28. REMUNERATION POLICY:

The remuneration policy as recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting is presented in the Corporate Governance report forming part of the Annual report.

29. SHARES IN SUSPENSE ACCOUNT:

There are no shares in suspense account.

30. SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in unclaimed suspense account

31. TRANSFER TO INVESTOR EDUCATION AND PROVIDENT FUND:

In terms of the applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), dividend(s) which are unpaid and unclaimed for the period of seven years are required to be transferred to the Investor Education and Protection Fund ("IEPF") administered by the Central Government.

Shareholders are informed that no dividend amount is due to be transferred to IEPF with the company after the Financial year 2014-15 and therefore the dividend account has been closed with Zero Balance. Shareholders are requested to note that no claim shall lie against the Company in respect of any amount of dividend remaining unclaimed / unpaid for a period of 7 (seven) years from the dates they became first due for payment.

There is a separate section under Company's Website to disseminate all Information in relation to IEPF such as Unpaid and Unclaimed Dividend, Shares transferred or liable to be transferred, advertisement, notices etc. Details of the same can be accessed from the website of the company at https://www.stardeltatransformers.com/iepf The Company has uploaded the Shareholder wise details of said unpaid and unclaimed amounts lying with the Company as on March 31, 2024 on the website of the Company at: https://www.stardeltatransformers.com/iepf

The Nodal Officer of the Company for coordination with IEPF Authority is Mr. Rakesh Gupta-CFO of the Company and following are the contact details:

Email ID: star.delta@rediffmail.com/ cs.sdtl77@gmail.com Telephone No.: +91-755-2586680

32. COMPULSORY TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF") SUSPENSE ACCOUNT:

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), all Equity Shares on which dividend has not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the Investor Education and Protection Fund (IEPF) authority after complying with the procedure laid down under the said Rules.

After the financial year 2014-15, no dividend has been declared by the company and therefore there will be no further transfer of any shares to IEPF authority hereafter.

Shareholders may note that the dividend and Equity Shares transferred to the IEPF can be claimed back by the concerned Shareholders from the IEPF Authority after complying with the procedure prescribed under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

33. CODE OF CONDUCT:

Regulation17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. As required the said code has been posted on the website of the Company http://www.stardeltatransformers.com. All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended March 31, 2024. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

34. CORPORATE GOVERNANCE:

As required by the existing Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance for the Financial year 2023-24 is included in the Annual Report.

M/s. Piyush Bindal & Associates, Company Secretaries have certified the Company's compliance with the requirements of Corporate Governance in terms of Regulation 34 and Schedule V of the Listing Regulations and their Compliance Certificate for the financial year 2023-24 is annexed to the Report on Corporate Governance.

35. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as applicable.

36. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company's website, www.stardeltatransformers.com at the web link http://www.stardeltatransformers.com/other- disclosures.php. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

The key Policies that have been adopted by the Company are as follows:

1. Risk Management Policy

2. Corporate Social Responsibility Policy

3. Nomination and Remuneration Policy

4. Whistle Blower Policy / Vigil Mechanism

5. Policy on Prevention of Sexual Harassment at Workplace

6. Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions.

7. Code of Conduct for Insider Trading (Prohibition of Insider Trading)

8. Policy on Criteria for determining Materiality of Events

9. Archival Policy

10. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

11. Policy for Procedure for Inquiry in case of Leak of Unpublished Price Sensitive Information (UPSI)

12. Code of Conduct for the Board of Directors and Senior Management Personnel

13. Policy on Familiarization Programmes for Independent Directors

37. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

38. AUDITORS AND REPORT THEREON:

1. STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act, 2013, the members of the Company at its 46st Annual General Meeting (AGM) held on September 29th, 2022 had appointed M/s. A.K. Khabya & Co, Chartered Accountants, (FR No. 001994C), as the Statutory Auditors of the Company for a period of five years i.e. up to the conclusion of the 51st AGM of the Company .

M/s. A.K. Khabya & Co, Chartered Accountants, (FR No. 001994C) had confirmed that they are not disqualified from continuing as Auditors of the Company.

Their Peer Review certificate number is 016509 with validity till 31st march 2027.

There are no qualifications or adverse remarks in the Auditors Report given by M/s. A.K. Khabya & Co, Chartered Accountants, which required any clarification/explanation. The notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, March 31, 2024 is annexed with this annual report for your kind perusal and information.

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on August 11, 2023, appointed M/s. Piyush Bindal & Associates, Company Secretaries, CP No. 7442, Bhopal to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

M/s. Piyush Bindal & Associates, Secretarial Auditors has issued Secretarial Audit Report in prescribed format MR-3 for the Financial Year ended March 31, 2024, and is annexed herewith as 'Annexure B' to this Board's Report.

Secretarial Audit Report for Financial Year Ended March 31, 2024 is unmodified i.e. they do not contain any qualification, reservation or adverse remark.

Their Peer Review certificate number is 922/2020 with validity till 28th September 2025.

Your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on August 12, 2024, re-appointed M/s. Piyush Bindal & Associates, Company Secretaries, CP No. 7442, Bhopal as the "Secretarial Auditors" of your Company for the Financial Year 2024-25.

3. COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

Your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on August 11, 2023, had appointed M/s. Sanjay Kasliwal, Cost Accountants, (Firm Registration No. 100888) as the "Cost Auditors" of the Company for the Financial Year 2023-24.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on August 12, 2024, re-appointed M/s. Sanjay Kasliwal, Cost Accountants, (Firm Registration No. 100888) as the "Cost Auditors" of your Company for the Financial Year 2024-25.

The remuneration proposed to be paid to the Cost Auditor, for auditing the cost accounting records of the company for the financial year 2024-25 on a remuneration of Rs. 30250/- per annum plus out of pocket expenses that may be incurred, which is subject to the ratification by the members at the ensuing 48th (Forty Eighth) Annual General Meeting of the Company.

The Company has received consent from M/s. Sanjay Kasliwal, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2024-25 along with a certificate confirming their independence and arm's length relationship.

39. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Bonus Shares and/or Right Shares.

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

3. Issue of shares to employees of the Company under Employee stock option Scheme.

4. Issue of shares (including sweat equity shares) to directors or employees of the Company under any scheme.

5. Buy Back of Shares.

6. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

40. DETAILS OF FRAUDS REPORTABLE U/S 143(12):

During the year under review, there is no fraud being or has been committed in the Company or against the Company by officers or employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act, 2013; therefore no disclosure required in this regard.

41. 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. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

42. ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.