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Sanstar Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2171.99 Cr. P/BV 3.13 Book Value (Rs.) 38.08
52 Week High/Low (Rs.) 137/74 FV/ML 2/1 P/E(X) 63.05
Bookclosure EPS (Rs.) 1.89 Div Yield (%) 0.00
Year End :2025-03 

Your directors take pleasure in presenting the 43rd Directors Report together with Audited Financial
Statements and the Auditor's Report for the Financial Year ended 31st March, 2025. This being the
first report following the Initial Public Offering (IPO) and listing on both the Stock Exchanges, the
Board extends a warm welcome to all our public shareholders and looks forward to your ongoing trust
and support.

1. FINANCIAL RESULTS:

The audited financial statements of the Company for the financial year ended 31st March, 2025, have
been prepared in accordance with the Indian Accounting Standards (INDAS) as notified by the
Ministry of Corporate Affairs and as amended from time to time.

A summary of the comparative financial performance of the Company for Financial Year 2024-25 and
Financial Year 2023-24 is presented below:

PARTICULARS

Year ended
31/03/2025

Year ended
31/03/2024

Revenue from Operations

95342.30

111010.43

Other Income

1803.08

1441.11

Total Income

97145.38

112451.54

Cost of Material Consumed

71132.80

83292.99

Changes in inventories of finished goods, work-in-progress
and stock-in-trade

-219.43

667.75

Employee Benefits Expense

2302.34

2195.77

Finance Costs

753.55

1073.83

Depreciation and Amortization

1144.71

1209.07

Other expenses

16528.90

16375.28

Total expenses

91642.87

103479.19

Profit/(loss) before Tax (EBT)

5502.51

8972.35

Tax expense:

(a) Current tax expense

816.27

1668.71

(b) Deferred tax

196.88

627.01

(c) Excess/ Shortage of tax earlier year

109.52

00.00

Profit After Tax

4379.84

6676.63

Earnings per share

2.58

4.75

2. STATE OF THE COMPANY'S AFFAIRS:

Operational Performance:

The company recorded operational revenue Rs 95342.30 lacs as compare to Rs 111010.43 lacs.

The company achieved EBITDA Rs 7400.88 lacs during financial year 2024-25 as compared to
11255.24 lacs during financial year 2023-24. The company achieved EBITDA margin 7.76% during
financial year 2024-25 as compared to 10.14% during financial year 2023-24.

Export sales for the financial year 2024-25 was Rs 33995.82 lacs as compared to financial year
2024-25 it was Rs 39443.83 lacs.

Capital Projects:

During the financial year, the company has started mega expansion at Shirpur plant increasing by
1000 MT/Day from the existing installed capacity from 750 MT/Day thus cumulative capacity of
Shirpur plant would be 1750 MT/Day. The company has incurred Rs 11377 lacs (including
advances) towards mega expansion project.

3. Transfer to Reserve:

The Board has not recommended to transfer any amount from Profit and Los to Reserve Account.

4. DIVIDEND:

Considering the ongoing phase of the Company and in view of the long-term interest of the
Stakeholders, the Board believes that retaining the profits for internal deployment is prudent and
hence wants to retain the earnings. Hence the Board has not recommended any dividend for the
Financial Year ended on 31st March, 2025.

The Company is confident that the ongoing capacity will enable it to cater to the growing market
demand, enhance its market share, and create sustained value for its stakeholders.

However, Company has adopted the Dividend Distribution Policy of the Company pursuant to
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time, (“Listing Regulations”), which is available on the Company's website:-
https://www.sanstar.in/wp-content/uploads/invpdfs/2023-
24/Codes and Policies/K Dividend Distribution Policy.pdf

5. CHANGE IN NATURE OF BUSINESS:

During the Financial Year FY 2024-25, there is no change in the Nature of the Business of the company.

6. FINANCE AND INSURANCE:

a. Working Capital

Working capital requirements of the company during the year was almost similar level as was
in previous year. 85.04 crores outstanding as on 31st March 2024 was repaid by the company
during F. Y. 2024-25 out of IPO proceeds.

b. Term Loans

During the FY 2024-25, the company has not availed any fresh term Loan. Company has
prepaid Rs 14.96 crores from existing term loan out of IPO proceeds.

c. Insurance

All assets and insurable interests of the company, including building, plant & machineries,
stocks, stores and spares have been adequately insured against various risks and perils.

The company has also taken Directors and Officers Liability Policy to provide coverage against

the liabilities arising on them.

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

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial statements
relate and the date of this Report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:

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

9. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year under review, there was no change in the Registered office of the company and the
Company continues to hold its registered office at Sanstar House nr. Parimal Under Bridge, Opp.
Suvidha Shopping Centre, Paldi, Ahmedabad, Gujarat, India, 380007.

10. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

The company has not revised its financial statement or the Report in respect of any of the three
preceding financial years either voluntarily or pursuant to the order of a judicial authority.

11. FINANCIAL PERFORMANCE:

In FY 2024-25, the Company achieved consistent revenue growth and improved profitability,
supported by operational efficiency, enhanced product mix, and strong stakeholder relationships. The
successful completion of the Initial Public Offering (IPO) marked a significant milestone, strengthening
the Company's capital structure and reinforcing its long- term growth vision.

Total expenditure of the company for the period ended amounted to Rs. 91642.87/- (amount in Lakhs)
and the Profit Before Tax (EBT) for the year ended 31st March, 2025 amounted to Profit of Rs.
5502.51/- (Amounts in Lakhs).

The Directors are hopeful to increase the demand for company's services in coming years and for
better future result, the company has taken steps to reduce costs which shall improve company's
results in the long run.

12. SHARE CAPITAL:

a. AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 38,00,00,000 /- (Rupees Thirty-Eight Crore
only) divided into 19,00,00,000 Equity Shares (Nineteen Crore Only) of Rs. 2/- (Rupees Two only)
each.

b. PAID UP CAPITAL

The Paid-up Share Capital of the Company is Rs. 36,44,88,500 /- (Rupees Thirty-Six Crore Forty-Four
Lakh Eighty-Eight Thousand Five Hundred only) divided into 18,22,44,250 Equity Shares (Eighteen

Crore Twenty-Two Lakh Forty-Four Thousand Two Hundred Fifty Only) of Rs. 2/- (Rupees Two only)
each.

c. CHANGES IN SHARE CAPITAL, IF ANY:

During the Financial Year 2024-25, the Company has issued its Initial Public Offerings of 5,37,00,000
equity shares of face value 2/- each comprising of:

i. Fresh Issue of 41800000 equity shares at an issue price of Rs. 95/- per equity share;

ii. An offer for sale of 11900000 equity shares at an issue price of Rs. 95/- per equity share.

i. Disclosure regarding issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Rights during the year under review.

ii. Disclosure regarding issue of Employee Stock Options

The Company has not provided any Stock Option Scheme to the employees.

iii. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the year under review.

iv. Disclosure regarding Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

v. Bonus Shares

No Bonus Shares were issued during the year under review.

13. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the period under review, no amount was transferred to IEPF under the provisions of Section
125 of Companies Act, 2013.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Board has the right mix of Independent Directors (which includes Woman Director) and
Executive Directors, which blends and supports discussions which turn into meaningful and
strategically aligning decisions. As the Executive Directors come with strong Industrial and
Operational Experience, the Independent Directors have the mix of Industrial, Banking, Financial and
Legal Expertise. All the Independent Directors support effective communication and governance,
which culminates in better understanding and better decision-making capabilities.

There are no changes in the composition of the Board of Directors of the Company and hence, as at the
end of financial year, the Composition of the Board of Directors were as under:

DIN

Name of Director/ Key
Managerial Personnel

Designation

00196397

Gouthamchand Sohanlal
Chowdhary

Managing Director

01370802

Sambhav Gautam
Chowdhary

Joint Managing
Director

01759527

Shreyans Gautam
Chowdhary

Joint Managing
Director

02724484

Aniket Sunil T alati

Independent Director

10373422

Atul Agarwal

Independent Director

09376887

Sejal Ronak Agrawal

Independent Director

Harishkumar Shisupaldas
Maheshwary

Chief Financial Officer

Fagun Harsh Shah

Company Secretary

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act,2013 (“the
Act”).

There was no appointment or resignation of any director of the Company during the year.

15. RETIREMENT BY ROTATION:

Mr. Sambhav Gautam Chowdhary (DIN: 01370802), Joint Managing Director, liable to retire by
rotation, and being eligible, have offered himself for re-appointment at the AGM. The Notice convening
the AGM forming part of this Annual Report, includes the proposal for re- appointment and the
requisite disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial
Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

16. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors are Independent and have furnished respective declaration stating that they
meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent
Directors of the Company. The Independent Directors have also confirmed that they have complied
with the Company's Code of Business Conduct.

17. FAMILIARIZATION PROGRAMMES:

The Company has a defined policy on the Familiarization Programme for Directors, aimed at ensuring
continuous awareness and engagement. The Board is regularly apprised of any amendments,
regulatory changes, or emerging market trends, irrespective of the sectoral relevance. In addition, all
strategic and operational communications relevant to the Company are appropriately shared with the
Independent Directors. The Company also maintains updated disclosures on its website regarding the
Familiarization Programmes conducted for its directors, in line with applicable regulatory
requirements.

The Familiarisation Programme for Independent Directors is uploaded on the website of the Company,
and is accessible at
https://sanstar.in/investors-relations/codes-and-policies/

18. CODE OF CONDUCT BY DIRECTORS, MANAGEMENT AND SENIOR EMPLOYEE:

The Company has adopted Code of Conduct for the Directors and Senior Management of the Company
to provide clear guidance on principles such as integrity, transparency, business ethics and to set up
standards for compliance of Corporate Governance

A copy of same is available at the website of the Company at https://sanstar.in/investors-
relations/codes-and-policies/

All members of the Board of Directors and Senior Management Personnel had affirmed compliance
with the Code of Conduct and a declaration to this effect signed by the Managing Director forms part
of this Corporate Governance Report, which forms part of this Annual Report.

Further, Company has adopted a Code of Conduct for Prohibition of Insider Trading to regulate,
monitor and report trading by insiders for prevention misuse of Unpublished Price Sensitive
Information. A copy of same is available at the website of the Company at
https://sanstar.in/investors-
relations/codes-and-policies/

The Company has in place the system to trace the movement of Unpublished Price Sensitive
Information and regular awareness is created for the Directors, Promoters, Key Managerial Personnel
and designated employees/ persons.

19. MEETINGS OF THE BOARD:

Five Board Meetings were held during the Financial Year ended 31st March, 2025. The maximum gap
between any two Board Meetings was less than one Hundred and Twenty days.

The names of members of the Board, their attendance at the Board Meetings are as under:

Date of Board Meetings

Number of Directors to
whom notice of the board
meeting was given

Number of Directors
attended the Meeting

16-05-2024

6

6

12-07-2024

6

6

14-08-2024

6

6

14-11-2024

6

5

12-02-2025

6

6

20. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of Independent Directors was held on 12th July, 2025, to review the performance
of the Non-Independent Directors and the Board as a whole, to review the performance of Chairperson
of the Company and assess the quality, quantity and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably perform its
duties. All the Independent Directors were present at the meeting.

21. COMMITTEES:

In compliance with applicable statutory requirements, the Board has constituted various committees
to ensure focused oversight and effective governance. The terms of reference of these committees are
approved by the Board and are periodically reviewed to ensure continued relevance and alignment
with the Company's evolving business needs and regulatory framework.

The Committees of the Board are guided by their respective terms of reference, which outline their
composition, scope, power, duties, functions and responsibilities. Basis recommendations,
suggestions and observations made by these Committees, the Board of Directors take an informed
decision on the matters under their consideration.

As on March 31, 2025, there were Four Board Committees, namely:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

The Company Secretary acts as the Secretary to the abovementioned Committees.

During the year, the Board accepted all the recommendations / inputs made by Committees.

A detailed note on the composition of the Board and its Committees, including its terms of reference,
number of committee meetings held during the FY 2024-25, and attendance of the members, is
provided in the Report of Corporate Governance forming part of the Annual Report. The composition
and terms of reference of all the Committees of the Board of Directors of the Company are in line with
the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

22. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee
are applicable to the Company and hence the Company has devised policy relating to appointment of
Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes,
independence of Directors and other related matters as provided under Section 178(3) of the
Companies Act, 2013 the same is available on company's website.

23. PARTICULARS OF EMPLOYEES:

The Company continues to foster a performance- driven and inclusive culture, placing strong
emphasis on employee development, engagement, and overall well-being. The Board of Directors
places on record its sincere appreciation for the dedication, professionalism, and commitment
demonstrated by all employees, which have been instrumental in driving the Company's
sustained performance and long-term growth.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, are annexed to this Report. None of the employee has received remuneration
exceeding the limit as stated in rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

24. SUBSIDIARY & ASSOCIATE COMPANIES:

As on 31st March, 2025, Company doesn't have any Subsidiary & Joint Venture and Associate
Companies.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Apart from being on the Board and approving strategic and operational decisions, your Directors have
certain responsibilities as well towards you, our fellow Members and hence pursuant to the
requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors
confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) The directors had 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 and loss of
the company for that period;

(c) The directors had taken proper and sufficient care 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls and that such internal financial
controls are adequate and operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

26. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal financial controls in place, commensurate with its size and the
nature of business. The Internal Financial Controls, with reference to financial statements as designed
and implemented by the Company, are adequate. During the year under review, no material or serious
observation were reported from the Statutory Auditors of the Company for inefficiency or inadequacy
of such controls.

27. DISCLOSURES PURSUANT TO THE COMPANIES ACT, 2013:

Section 134 of the Act enjoins upon the Board a responsibility to make out its report to the
shareholders and attach the said report to financial statements laid before the shareholders at the
annual general meeting, in pursuance of Section 129 of the Act.

The provisions of Section 134, which enumerates the disclosures required to be made in the Board's
Report, are applicable to the Directors' Report for the financial year commencing on or after 1stApril,
2014.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143:

Your directors have taken all the necessary care to prevent frauds on the Company or by the Company.
Further the Auditors have not reported any offence involving fraud committed against the Company
by the officers or employees of the Company under Sub-section (12) of Section 143 to the Board.

29. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

Particulars of loans given, investment made, guarantees given and securities provided under the
provisions of section 186 of the Act are provided in the notes forming part of the financial statement

30. DEPOSITS:

During the FY 2024-25 the company has not accepted any deposits within the meaning of section
73 of the Act and the companies (Acceptance of Deposits) Rules, 2014.

31. CREDIT RATINGS:

During the financial year under review the Company received following Credit Ratings by CARE
Ratings Limited reaffirming the rating while the outlook has been revised to positive:

Instrument/ Facility

Rating

Long-term/ Short term bank
facilities

CARE BBB ; Stable/
CARE A2

Short-term bank facilities

CARE A2

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The contracts, arrangements and transactions entered into by the Company during the Financial
year with related parties were in the ordinary course of business and were at arm's length. Also, all
those transactions were in accordance with the provisions of the Companies Act, 2013, read with
the rules issued thereunder. Members may note that there are no materially significant related party
transactions made by the Company with its promoters, Directors, Key Managerial Personnel or any
other designated persons which may have a potential conflict with the interest of the Company at
large. Particulars of material contract or arrangements or transactions at arm's length basis is
disclosed as per the prescribed form AOC-2 forms an integral part of this Report and is annexed
herewith as “
Annexure-A.”

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of
the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in
nature.

Further, the details of Related Party Transactions are set out in notes to the Standalone and
Consolidated Financial Statements. The Policy on Related Party T ransactions approved by the Board
can be accessed on the Company's website at the following link
https://sanstar.in/investors-
relations/codes-and-policies/

33. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Corporate social responsibility forms an integral part of your Company's business activities. The
Company carries out its corporate social responsibility initiatives not just in letter but also in spirit
and thus has touched thousands of lives across India.

In compliance with Section 135 of the Act, read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has adopted a CSR policy, which is available at:

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed at “
Annexure-B”, which forms a part of this Board's
Report.

For the Financial year 2024-25, the amount to be spent towards CSR activities works out to 111.42
Lakhs. For FY 2024-25, the Company was required to incur ^111.42 lakhs towards CSR activities.
During the year, the Company spent ^105 lakhs, and additionally adjusted ^21.70 lakhs of surplus
expenditure carried forward from the previous financial year against the current obligation. After
considering these adjustments, the surplus available for carry forward to future years amounts to
^15.28 lakhs.

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

The information on conservation of energy, technology absorption, foreign exchange earnings and
outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as
Annexure - C” and forms part of this report.

35. RISK MANAGEMENT:

The Company has in place a robust risk management framework to identify, evaluate, and mitigate
various risks across its operations. The framework is designed to safeguard the Company's assets,
ensure regulatory compliance, and support the achievement of strategic objectives. Key risks are
periodically reviewed by the management and the Risk Management Committee, with appropriate
mitigation strategies are implemented to address emerging risks. These include, but are not limited
to, risks related to market volatility, raw material price fluctuations, regulatory changes, operational
disruptions, environmental and sustainability factors, information security threats, and financial
liquidity. Considering the ongoing expansion and diversification initiatives, the Company continues to
strengthen its risk management practices by:

• Enhancing internal controls and operational oversight mechanisms

• Improving supply chain resilience and customer credit monitoring

• Embedding sustainability and ESG-related risks into strategic decision-making

• Leveraging technology for real-time risk assessment and mitigation

• Monitoring geopolitical developments that may affect supply chains, export-import
regulations, energy pricing, and investor sentiment.

The Board of Directors affirms that the Company's risk management system is adequate and
commensurate with the size and complexity of its operations and provides reasonable assurance that
risks are being effectively monitored and managed.

36. DISCLOSURES OF ESTABLISHMENT OF VIGIL MECHANISM:

The Company has constituted Vigil Mechanism to report genuine concerns or grievances and to
provide adequate safeguards against victimization of persons who may use such mechanism and the
oversight of the same is with the Audit Committee of the Company. The Company is committed to
adhering to the highest standards of ethical, moral, and legal conduct of business operations. The
Company has adopted Vigil Mechanism policy, which provides that any Directors, Employees,
Stakeholders who observe any unethical behaviour, actual or suspected, fraud or violation may report
the same to Chairman of the Audit Committee.

During the financial year under review, there were no instances of fraud reported to the Audit
Committee or the Board.

37. COMPANY'S POLICIES:

The Board of Directors firmly believes that a robust and transparent policy framework is essential for
sound corporate governance and effective organizational functioning. The Company has implemented
a comprehensive set of policies that serve as the foundation for ethical conduct, regulatory compliance,
risk management, and strategic decision-making. Key policies include:

1. Corporate Social Responsibility Policy- Guides the Company's approach to social impact,
sustainability, and community engagement initiatives.

2. Related Party Transaction Policy- Establishes safeguards and transparency in transactions
involving related parties.

3. Materiality Policies- Ensures timely and accurate disclosure in compliance with SEBI Listing
Regulations.

4. Code of conduct of Board of Directors and Senior Management Personnel- Clarifies the
roles, responsibilities, and obligations of individuals in key leadership positions.

5. Vigil Mechanism Policy / Whistle Blower Policy- Provides a secure and confidential channel
for employees and stakeholders to report concerns or unethical practices.

6. Nomination and Remuneration Policy (with criteria of making payments to Non¬
executive Directors)-
Ensures that appointments and compensation structures are merit-
based, fair, and aligned with long-term organizational goals.

7. Policy on material subsidiaries- Governs the monitoring and oversight of material
subsidiaries to ensure aligned governance.

8. Insider Trading Policies- Regulates trading in securities and ensures compliance with SEBI
(Prohibition of Insider Trading) Regulations, 2015.

9. Dividend Distribution Policy- Ensures a balanced approach to rewarding shareholders while
retaining resources for growth.

10. Archival Policy- Defines guidelines for the preservation and retrieval of documents and
disclosures.

38. AUDITORS:

A. STATUTORY AUDITORS:

M/s. S. C. Bapna & Associates, Chartered Accountants, having Firm Registration No.: 115649W who
were appointed as Statutory Auditors of the Company by the Shareholders at their 41th Annual
General Meeting held on 30 th September 2023 for a first term of 5 years will be holding their said
office from the conclusion of the said Annual General Meeting till the conclusion of the 46th Annual
General Meeting to be held in the year 2028.

There are no qualifications or adverse remarks in the Auditor's Report. The observations of the
Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies
are self-explanatory and do not call for any further comment.

B. SECRETARIAL AUDITORS:

The Board, on the recommendation of the Audit Committee had appointed M/s. Keyur J. Shah &
Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the
FY 2024- 2025.

The Report of Secretarial Audit in form MR-3 in accordance with Section 204 of Companies Act, 2013
and Secretarial Compliance Report in accordance with Regulation 24A of SEBI Listing Regulations, for
the FY 2024- 2025 is annexed to the Annual Report as “
Annexure-D”. The Secretarial Auditor Report
does not contain any qualification, reservation or adverse remarks Further as per the recent
amendment under SEBI Listing Regulations pertaining to Appointment of Secretarial Auditor, M/s.
Keyur J. Shah & Associates had given their consent to act as Secretarial Auditors, accordingly, the Board
in the meeting held on May 30, 2025 recommended their appointment for financial year 2025-26,
which is subject to approval of the members. The resolution pertaining to the appointment forms part
of the Notice convening the Annual General Meeting.

C. INTERNAL AUDITORS:

In terms of Section 138 of the Act, and the relevant Rules, the Company appointed/ re-appointed
M/s. Kamal M. Shah & Co., Chartered Accountants as Independent Internal Auditors of the
Company for the Financial Year 2025-26. The Internal Auditor directly reports to the Audit
Committee.

39. COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with the Secretarial Standards issued by The Institute of Company
Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its
provisions and follows the same.

40. MAINTENANCE OF COST RECORDS:

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and
Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies. Given
the nature of services being rendered by the Company, the requirement of maintaining cost records
under section 148(1) is not applicable.

41. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls in place, commensurate with its size and the
nature of its business. The Internal Financial Controls, with reference to financial statements as
designed and implemented by the Company, are adequate. During the year under review, no material
or serious observation has been received from the Statutory Auditors of the Company for inefficiency
or inadequacy of such controls.

42. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the period under review, the company has not made any failure in completing or implementing
any corporate action within the specified time limit.

43. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, the Annual Return, for the FY 2024¬
2025 is available on the website of the Company at
www.sanstar.in.

44. LOAN FROM DIRECTORS OR THEIR RELATIVES:

During the FY 2024-25 the company has not availed any loans from the Directors or their relatives.

45. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, has been presented in a
separate section forming part of this Report.

46. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR:

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Corporate Governance Report for the
year ended March 31, 2025 along with a Certificate from the Secretarial Auditor of the Company
regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of
the SEBI Listing Regulations, is provided in a separate section and forms a part of Annual Report.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

During the period under review the Company has not made any application, and no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016.

48. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR
FINANCIAL INSTITUTIONS
:

During the FY 2024-25, there was no such instance.

49. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company always endeavors and provides conductive work environment that is free from
discrimination and harassment including sexual harassment. Your Company has zero tolerance
towards sexual harassment at workplace and has adopted a policy for prevention of Sexual
Harassment of Women at workplace. T o facilitate the reporting of grievances, a physical complaint box
has also been installed at all the Company's premises. The Company has set up an Internal Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 to address complaints of sexual harassment at the workplace and to ensure a safe, secure, and
respectful working environment for all employees.

During the Financial Year 2024-25, the Company has not received any complaint of sexual harassment.

50. CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CFO of the Company has
certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal

Control Systems for financial reporting for the financial year ended March 31, 2025 and the certificate
forms part of the Corporate Governance Report.

51. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited
(Symbol: SANSTAR) and BSE Limited (Scrip Code: 544217), where its securities are listed.

52. APPRECIATION:

The Board of Directors places on record its sincere appreciation for the unwavering support and
continued cooperation extended by our banking partners. The Directors also express their heartfelt
gratitude to all stakeholders including our valued customers, resolute employees, trusted vendors,
esteemed consultants, and respected shareholders, whose steadfast confidence and contributions
have been instrumental in the Company's growth journey. The Board is especially thankful for the
overwhelming response received during the Company's Initial Public Offering (IPO), marking a
significant milestone in our corporate evolution. We remain committed to upholding the trust placed
in us and driving sustainable value for all stakeholders.

For and on behalf of the Board of Directors
Sanstar Limited

Mr. Gouthamchand Sohanlal Chowdhary Mr. Sambhav Gautam Chowdhary

Chairman and Managing Director Joint Managing Director

DIN: 00196397 DIN: 01370802

Date: 14th August, 2025
Place: Ahmedabad


 
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