Starlog Enterprises Ltd

Dear Members,

Your Directors have pleasure in presenting the 40th (Fortieth) Annual Report together with the audited statement of accounts for the financial year ended on 31st March 2024.

Financial Results

The financial performance of the Company for the financial year ended on 31st March 2024 on standalone basis is summarized below:

(Rs in Crores)

Brief Profile of the Company

Starlog Enterprises Limited (hereinafter referred to as "Starlog" or "the Company") is a crane rental Company incorporated in 1983. Starlog owns and operates cranes up to 600 MT capacity. Starlog has plans to further enhance the range and limits of our capacity to meet India's growing needs for energy, infrastructure, and natural resources. Starlog, on its own and in collaboration with global Port and Logistic providers, has participated in several infrastructure projects all over the country.

The Company has received sanction from its last remaining lender towards One-Time settlement of entire outstanding dues. Therefore, the Company continues to pursue its objective of becoming a debt-free Company.

Further, during the FY 2023-24, there was no change in the nature of business of the Company.

Operating Results and Business Review

During the year under review, your Company recorded Gross Receipts of ^ 21.77 Crores vis-a-vis ^ 9.95 Crores in the previous year. Your Company has recorded loss of ^ 0.95 Crores vis-a-vis loss of ^ 15.34 Crores in the previous year. However, the Company continues to make Cash Profits.

Dividend

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

Transfer to Reserves

During the year under review, the Company has not transferred any amount to the General Reserve pursuant to the provisions of Companies Act, 2013 ("the Act").

Particulars of Loans, Guarantees or Investments

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

Significant and Material Orders passed by the Regulators or Courts

During the FY 2023-24, no significant and material orders have been passed by the Regulators or Courts or Tribunals against the Company.

Extract of Annual Return

In accordance with the Act, the annual return in the prescribed format is available on the website of the Company at https://www.starlog.in/html/PDF/Form_MGT_7_2024-25.pdf

Board Meetings and Attendance

The Board met seven times during the financial year 2023-24:

Sr. No. Date of meeting

1 25th May 2023

2 14th August 2023

3 8th September 2023

4 11th October 2023

5 8th November 2023

6 18th December 2023

7 9th February 2024

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 part of this Annual Report.

Details of Directors / Key Managerial Personnel Appointed or Resigned During the Year

There was no change in the composition of the Board of Directors during the financial year under review.

Ms. Sarita Khamwani resigned from the position of Company Secretary w.e.f 20th September 2023.Mrs. Priyanka Aggarwal was appointed as a Company Secretary of the Company w.e.f 11th October 2023 and has resigned w.e.f 4th May 2024

Mrs. Edwina Dsouza (DIN: 09532802), Whole-time Director of the Company was appointed as a Chief Financial Officer w.e.f. 18th December 2023.

Ms. Seema Jagnani is appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 22nd July 2024.

Declaration given by Independent Directors under Section 149(6) of the Companies Act, 2013

All Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Act to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

All Independent Directors have also complied with Code for Independent Directors prescribed in Schedule IV to the Act. They have also given their annual affirmation on compliance with the Code of Conduct for the Board of Directors and Senior Management of the Company. Further, there has been no change in the circumstances affecting their status as an Independent Directors of the Company.

Board Evaluation

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.

Pursuant to the provisions of the Act, 2013 and 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.

Nomination and Remuneration Policy

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.

Directors' Responsibility Statements:

Pursuant to the requirements under Section 134(3) (c) of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

• 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.

• 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 of March 31, 2024 and of the loss of the Company for the year ended on that date.

• 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.

• the Directors have prepared the accounts for the year ended on March 31, 2024, on a going concern basis.

• the internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

• 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.

Reporting of Frauds

Pursuant to the provisions of Section 134(3) (ca) of the Act, the statutory auditor has not reported any instance of fraud committed in the Company by its officers or employees.

Statutory Auditors' Appointment/Ratification

M/s. Gupta Rustagi & Co (ICAI Firm Registration No. 128701W), continue to hold the office as statutory auditors of the Company for the year 2023-24.

Statutory Auditors' Report

The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. Secretarial Audit

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. The report of the Secretarial Audit Report is annexed herewith as an "Annexure-B".

Related Party Transactions

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 was 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 2023-24 and hence does not form part of this report.

Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility (CSR) are not applicable to the Company.

Business Risk Management

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.

Vigil Mechanism/Whistle Blower Policy

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, at 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.

Committees of the Board

The Board has constituted various Committees in accordance with the provisions of the Act, Listing Regulations. The details pertaining to composition, terms of reference, meetings held and attendance thereat of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship/Share Allotment Committee, for the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

Audit Committee recommendations

All recommendations of Audit Committee were accepted by the Board of Directors during the year.

Familiarization Programme of Independent Directors

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

Consolidated Financial Statements

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.

Corporate Governance

The Company is in compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in 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 in Para E of Schedule V of the Listing Regulations.

Material Changes and Commitments from end of the financial year till date of this report

There have been no material changes and commitment affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this report.

The Company has the following subsidiaries:

Starport Logistics Limited

Starlift Services Private Limited

Kandla Container Terminal Private Limited

The following are Associate Companies of the Company:

Southwest Port Limited

Alba Asia Private Limited

West Quay Multiport Private Limited

During the Financial Year 2023-24, an application for strike-off of ABG Turnkey Private Limited, subsidiary of the Company, was filed with the Registrar of Companies, Mumbai, and the same was successfully approved on 30th March 2024.

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 the Act.

The report on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company is attached in Form AOC-1 to this Annual Report.

Cost records and cost audit

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.

Internal Control Systems and their adequacy

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.

Public Deposits

The Company has not accepted any public deposits during the financial year ended March 31, 2024, and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Remuneration of Directors and Employees

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 an "Annexure_-_C"

Listing With Stock Exchange

The Company confirms that it has paid the Annual Listing fees for the year 2023-24 to BSE Limited where the shares of the Company are listed.

Issue of sweat equity shares/issue of shares with differential rights/issue of shares under employee's stock option scheme.

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., 2023-24.

Disclosure on purchase by company or giving of loan by it for purchase of its shares.

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

Buy Back of Shares

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

Management Discussion and Analysis

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

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

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 an "Annexure-E".

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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 2023-24 No of complaints received : Nil

No of complaints disposed of: Nil

Green Initiative

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic form to all those 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.

Investor Education and Protection Fund (IEPF)

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 2023-24.

Compliance with Secretarial Standards

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

The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year

During the year, no proceeding has been initiated under Insolvency and Bankruptcy Code for default in payment of debt. Further, the Company has also not initiated any proceedings against the defaulting entities.

The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.

During the period under review, Company has not taken any loans from the banks or financial institutions. Accordingly, there has been no one time settlement or valuation done for this purpose.

Acknowledgement

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.

The Board places on record its gratitude to the members of various committees for their guidance and leadership and for providing valuable contribution towards the functioning of respective committees during the year.

The acknowledgement serves to demonstrate transparency, accountability and appreciation for the collective efforts that contribute to the Company's performance and sustainability.

Your Directors' look forward to their continued support.