DIRECTORS'S REPORT

The Board of Directors presents the Company's Fifteenth Annual Report and the Company's audited financial
statements for the financial year ended March 31, 2023.

The National Company Law Tribunal ("NCLT"), Delhi Bench, vide order dated 20th March, 2023 ("Insolvency
Commencement Order") has initiated corporate insolvency resolution process ("CIRP") based on petitions filed by M/s
Advani Private Limited (Financial Creditor) under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code")
and appointed Khushvinder Singhal having IBBI/IPA-002/IP-N00888/2019 -2020/12833 as Interim Resolution
Professional (IRP). Further, Ms. Reshma Mittal, IP Registration No. IBBI/IPA001/IP-P00297/2017-18/10541
has been appointed as Resolution Professional ("RP") and replaced Mr. Khushvinder Singhal, IRP vide order
dated 26.07.2023 passed by Hon'ble NCLT, New Delhi Bench-II, to manage affairs of the Company in accordance
with the provisions of the Code. Pursuant to the Insolvency Commencement Order and in line with the provisions of
the Code, the powers of the Board of Directors were suspended and the same were exercised by IRP/RP. Hence, this
meeting is being convened by the RP only to the limited extent of discharging the powers of the Board of Directors of
the Company which has been conferred upon him in terms of provisions of Section 17 of the Code.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2023 is summarized below:

2. FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

A detailed analysis and insight into the financial performance and operations of your Company for the year under
review and future outlook, is appearing in Management Discussion and Analysis, which forms part of the Annual
Report.

3. DIVIDEND

During the year the company has underwent the CIRP process. Hence the matter shall not be considered.

4. RESERVES

No amounts proposed by to the board to transfer to any reserve.

5. SHARE CAPITAL

During the year under review, there was no change in the Company's issued, subscribed and paid-up equity share
capital. On March 31, 2023, it stood at 10.06 Cr divided into 10064866 equity shares of 10/- each.

6. MATERIAL CHANGES AFFECTING THE COMPANY

There were no other material changes / commitments affecting the financial position of the Company or that may
require disclosure, between March 31, 2023 and the date of Board's Report except the below mentioned:

The National Company Law Tribunal ("NCLT"), Delhi Bench, vide order dated 20th March, 2023 ("Insolvency
Commencement Order") has initiated corporate insolvency resolution process ("CIRP") based on petitions filed by M/s
Advani Private Limited (Financial Creditor) under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code")
and appointed Khushvinder Singhal having IBBI/IPA-002/IP-N00888/2019 -2020/12833 as Interim Resolution
Professional (IRP). Further, Ms. Reshma Mittal, IP Registration No. IBBI/IPA001/IP-P00297/2017-18/10541
has been appointed as Resolution Professional ("RP") and replaced Mr. Khushvinder Singhal, IRP vide order
dated 26.07.2023 passed by Hon'ble NCLT, New Delhi Bench-II, to manage affairs of the Company in accordance
with the provisions of the Code. Pursuant to the Insolvency Commencement Order and in line with the provisions of
the Code, the powers of the Board of Directors were suspended and the same were exercised by IRP/RP. Hence, this
meeting is being convened by the RP only to the limited extent of discharging the powers of the Board of Directors of
the Company which has been conferred upon him in terms of provisions of Section 17 of the Code.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as required under Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached forming part of this
report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES.

S.no Particulars % of Shareholding

1 NIL

The Company does not have any subsidiary, Joint Ventures or Associate Companies. Statement containing the salient
feature of the financial statement of the Company's subsidiaries in Form AOC-1, is enclosed to this Annual Report as
Annexure - 3.

9. RESEARCH AND DEVELOPMENT (R&D)

The Company is under CIRP process and no operations are being undertaken.

10. SECRETARIAL STANDARDS

During the Financial Year 2023, the Company has complied with applicable Secretarial Standards issued by the Institute
of the Company Secretaries of India.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of clause (c) of sub section (3)
of Section 134 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting
standards had been followed along with the proper explanation relating to material departures;

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are
made so as to give a true and fair view of the state of affairs of the Company as of 31^st March, 2023 and of the
profits/loss of the Company for the year ended on that date

c) Proper and sufficient care has been taken 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

d) The Directors power are even though suspended, however they have given their best for preparation of annual
accounts of the Company on a going concern basis.

e) The Directors when managing the business have laid down Proper Internal Financial Controls were in place and
that the Financial Controls were adequate and were operating effectively.

f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

12. DIVERSITY OF THE BOARD

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional
experience for achieving sustainable and balanced development.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Chairman

Mr. Kamaljeet Singh Jaswal is the Chairman of the Company.

b. Appointment, Reappointment and Cessation

In accordance with the provisions of the Companies Act, 2013, Shri. Hari Prasad Paudel, (DIN: 06438375)
retires by rotation at the ensuing AGM, and being eligible, has offered himself for re-appointment. Your
Directors recommend re-appointment of Shri. Hari Prasad Paudel for approval of the Members at the ensuing
AGM.

Shri. Nunu Kumar Mandal had resigned from the position of "CFO" of the Company, due to personal reasons,
w.e.f. July 13, 2023. Further in accordance of SEBI (LODR) Regulations, 2015 he confirmed that there is no
other material reason for his resignation other than those mentioned in his resignation letter.

Mr. Piyush Garg, Company Secretary (Mem. No. A62134) had resigned w.e.f. February, 09 2023.

c. Independent Directors Declaration

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) They meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors' Databank.

All the Independent Directors of the Company have given their declarations to the Company under Section
149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act
and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('the Listing Regulations').

The Independent Directors have also confirmed that they have complied with the 'Code of Conduct' of the
Company. All the Independent Directors have affirmed that they have complied with the provisions of Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014.

14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time
of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its
management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains
the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is
also explained in detail the Compliance required from him under the Companies Act, 2013, the Listing Regulations
and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former
with the Company's operations

2) An opportunity to interact with the CFO & Company Secretary, business heads and other senior officials of the
Company, who also make presentations to the Board members on a periodical basis, briefing them on the
operations of the Company, strategy, risks, new initiatives, etc.

15. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors
(including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and
Executive Directors.

In accordance with the manner of evaluation specified by the Committee, the Board carried out annual performance
evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual
performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. The Chairman
of the respective Committees shared the report on evaluation with the respective Committee members. The
performance of each Committee was evaluated by the Board, based on the report of evaluation received from the
respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving
feedback to each Director.

16. PROMOTION OF WOMEN'S WELL BEING AT WORK PLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no
tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted
Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training/awareness
programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

No complaint received in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013. During the year under review and their breakup is as under:

a) No. of Complaints filed during the year ended 31.03.2023: NIL

b) No. of Complaints disposed of during the financial year: NIL

c) No. of pending Complaints as on 31.03.2023: NIL

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were
in its ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions or which is required to be reported in Form No.
AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as
approved by the Board is available on the Company's website and can be accessed at (http://www.starlitpower.com).

There were no materially significant related party transactions which could have potential conflict with the interests
of the Company at large. Members may refer to Note 02 to the Standalone Financial Statement which sets out related
party disclosures.

18. AUDITORS AND AUDITORS' REPORT
Statutory Auditors

M/s. R C Sharma & Associates, Chartered Accountants, Firm Reg. No. 021847N, New Delhi were appointed as Statutory
Auditors of the Company in the 14^th AGM (held on 28^th September, 2022) to hold office for a period of 5 years until the
conclusion of the 19^th Annual General Meeting. The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer.

Secretarial Auditor

The Company has appointed M/s. D.K. Chawla & Co. Companies Secretaries, (COP No. - 15232) having its office at H-
2/1 Krishna Nagar New Delhi-110051 to conduct its Secretarial Audit for the Financial Year 2022-2023. The Secretarial
Audit report for the financial year ended March 31, 2023 is annexed herewith as Annexure - 1 to this report. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

19. REMUNERATION POLICY

Your Company is driven by the need to foster a culture of leadership with mutual trust. Starlit's remuneration policy,
which is aligned to this philosophy, is designed to attract, motivate, retain manpower and improve productivity by
creating a congenial work environment, encouraging initiative, personal growth and teamwork besides offering
appropriate remuneration package. Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and
Individual Directors, including Independent Directors.

Members can download the complete remuneration policy on the Company's website (www.starlitpower.com).
Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V Part II, Section II (A) forms
part of this Corporate Governance Report.

20. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of Group Risk Management framework and processes that address
financial as well as financial reporting risks. The key internal financial controls have been documented, automated
wherever possible and embedded in the respective business processes.

Assurance on the effectiveness of internal financial controls is obtained through is obtained through 3 Lines of Defense
which include:

a. Management reviews and self-assessment;

b. Continuous controls monitoring by functional experts; and

c. Independent design and operational testing by the Group Internal Audit function.

21. RISK MANAGEMENT POLICY

The Company has a structured Group Risk Management Framework, designed to identify, assess and mitigate risks
appropriately. The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a. overseeing and approving the Company's enterprise wide risk management framework; and

b. ensuring that all material Strategic and Commercial including Cybersecurity, Safety and Operations,
Compliance, Control and Financial risks have been identified and assessed and adequate risk mitigations are
in place, to address these risks.

Further details on the Risk Management activities including the implementation of risk management policy, key risks
identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of the
Annual Report.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions
are not applicable to your company.

23. STOCK EXCHANGE LISTING

Presently the shares of the Company are listed on the Bombay Stock Exchange (BSE).

Disclosu res

24. MEETINGS OF THE BOARD

Five Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended
by each Director are detailed in the Corporate Governance Report. The maximum interval between any two meetings
did not exceed 120 days as prescribed by the Companies Act, 2013.

25. Audit Committee

The Audit Committee comprises of Mrs. Cherry (Chairman), Shri Nikhil Kanwar(Member), Shri Hari Prasad Paudel
(Member). During the year, all the recommendations made by the Audit Committee were accepted by the Board.

26. Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of Shri Nikhil Kanwar (Chairman), Shri Hari Prasad Paudel
(Member), Smt. Cherry (Member)

Details of composition of other committees are given in the Corporate Governance Section of the Annual Report.

27. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the
highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Starlit Code of Conduct
('SCOC'), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious
concern for the Company. The role of the employees in pointing out such violations of the SCOC cannot be undermined.
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the
management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct
or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the
Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the
Chairperson of the Audit Committee.

The policy of vigil mechanism is available on the Company's website at URL: http://www.starlitpower.com.

28. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate
Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also
implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing
Regulations forms part of the Annual Report. Certificate from the M/s D.K.Chawla & Co. of the Company confirming
compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

29. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for
which the loan or guarantee or security provided is proposed to be utilized by the recipient are provided in the
Standalone Financial Statement.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as
required to be disclosed under the Act, are provided in Annexure 2 to this Report.

31. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the year under review.

32. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There are no Divided or Shares which are required to be transferred to IEPF.

33. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return for FY 2022-23 is available on Company's website at https://www.starlitpower.com/

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, it is necessary to disclose the ratio of remuneration of each
director to the median employees' remuneration.

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for
the financial year;

Ratio is not applicable as none of the director withdraws remuneration.

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year;

*Shri Piyush Garg and Shri Nunu Kumar Mandal has resigned from the company

3. The percentage increase in the median remuneration of employees in the financial year is 0%.

4. The numbers of permanent employees on the rolls of company were 3 as on 31st March, 2023.

5. Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is hereby affirmed
that the remuneration paid during FY 2022-23 is as per the remuneration policy of the company.

6. Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other
particulars also form part of this report.

35. GENERAL

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

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend,

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
except Employees' Stock Option Schemes referred to in this Report.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

36. ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the
employees of the Company. The Board of Directors would also like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, government and regulatory authorities,
stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under
review.

For Starlit Power Systems Limited

RFSHMA Digitally signed by
RESHMA MITTAL

m|TTAI Date: 2023.09.02 ^CA- ^{Reshma Mittal}

IVIMI^AL 16:16:00 0530' Resolution Professional
Mob no.: 919811546688
Registered E Mail ID : careshmamittal@gmail.com
Process Specific Email ID: cirp.starlit@rrinsolvency.com
Registered Address: R-4/39, Raj Nagar, Ghaziabad, 201002

Delhi, August 30, 2023