Directors Report of Ishan International Ltd.

Mar 31, 2025

The Board of Directors of your Company takes pleasure in presenting the Thirtieth (30th) Boardâs Report of Ishan International Limited (the âCompanyâ), on the business and operations of the Company together with Audited Standalone Financial Statements and the Auditorâs Report thereon for the financial year ended March 31, 2025.

This Boardâs report states compliance of the provisions of The Companies Act, 2013, (the âActâ), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) as amended and other laws applicable to the Company.

FINANCIAL PERFORMANCE

The financial performance of the Company for the current financial year 2024-25 as compared to previous financial year 2023-24 is summarized as follows:

(Amount in Rs. Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	7,265.34	3,012.86
Other Income	89.50	138.93
Total Revenue	7,354.83	3,151.79
Material cost	6,738.68	2,261.62
Changes in inventories of work-in-progress & Raw Materials	(162)	(23.57)
Employee benefits expense	208.35	218.89
Finance Cost	54.82	59.32
Depreciation and amortization Expenses	15.38	16.20
Other Expenses	310.37	534.92
Total Expenses	7,325.98	3,067.37
Profit before exceptional and extraordinary items and tax	28.85	84.43
Less: Extraordinary Items	-	-
Profit before tax	28.85	84.43
Less: Tax Expenses
Current Tax	5.92	50.10
Deferred Tax Liabilities / Assets	1.44	(21.68)
Earlier Year Tax Expenses/ (Income)	-	(123)
Profit /(Loss) for the period from continuing operations	21.49	57.23
Other Comprehensive Income	1.66	4.06

Profit/ (Loss) for the period	23.16	61.29
Earnings per Equity Share
Basic	0.01	0.03
Diluted	0.01	0.03

THE STATE OF COMPANYâS AFFAIRS

During the financial year under, revenue from operations stood at Rs. 7,265.34 Lakhs, more than double as compared of Rs. 3,012.86 Lakhs in the previous financial year. With the increase of revenue from operations, total expenses also saw a significant rise, reaching to Rs. 7,325.98 Lakhs as compared from Rs. 3,067.37 Lakhs in the previous financial year. Despite the strong growth in operational performance, the profits after tax declined notably to Rs. 23.16 Lakhs as compared from Rs. 61.29 Lakhs in the previous financial year.

NATURE OF BUSINESS AND CHANGES IN THE NATURE OF BUSINESS, IF ANY

The Company is engaged in the business of contracting of machinery and engineering projects and there is no change in the nature of business during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments effecting the financial position of the Company has occurred between the end of the financial year to which the financial statements pertains and up to the date of this report.

DIVIDEND

Considering the modest profits and the Companyâs ongoing need for funds to support business growth and expansion, the Board of Directors did not recommend any dividend for the financial year under review. This decision reflects the managementâs strategic intent to reinvest the Companyâs earnings to support its long-term objectives, reinforce its market position and increase of shareholders value.

RESERVES

During the financial year under review, the Board of Directors did not recommended transfer of any amount of profit to any reserves. Hence, the amount of profits has been carried forward to the Statement of Profit and Loss. A detailed note on the same is provided in Note No. 14 of the Notes to Annual Audited Standalone Financial Statements, forming part of this Annual Report.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS HOLDING, SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year under review, no Company became or ceased as holding, subsidiary, joint venture and associate companies of the Company.

ANNUAL RETURN

Pursuant to Section 92(3), 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 can be accessed on the Companyâs website at the link www.ishanglobal.com.

COMPOSITION OF THE BOARD OF DIRECTORS AND NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEWBOARD OF DIRECTORS

The Company has constituted its Board in accordance with the provisions of Section 149 of the Companies Act, 2013 read with related rules, including any amendments thereof.

The Board has played a crucial role in strategic decision-making, driving the Company towards growth and reinforcing strong corporate governance.

MEETINGS

During the financial year under review, the Board of Directors met 7 (Seven) times as on April 06, 2024, July 04, 2024, August 30, 2024, November 01, 2024, November 14, 2024, March 07, 2025 and March 15, 2025.

ATTENDANCE
S. No.	Dates of Board Meetings	Total No. of Directors as on the Date of Meeting	No. of Directors attended the Meeting	% Of Attendance
1	April 06, 2024	5	4	80%
2	July 04, 2024	5	4	80%
3	August 30, 2024	5	4	80%
4	November 01, 2024	5	4	80%
5	November 14, 2024	5	4	80%
6	March 07, 2025	5	5	100%
7	March 15, 2025	5	4	80%

CHANGES TN THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR UNDER REVIEW TO TILL DATE

During the financial year under review, there was no change in the composition of the Board of Directors.

However, after the closure of the financial year, the followings changes were occurred:

1. Mr. Mahesh Bhupathi (DIN: 01603093), Independent Director of the Company, has tendered his resignation from the directorship due to his pre-occupation w.e.f. June 27, 2025.

2. Based on recommendation of Nomination & Remuneration Committee, Mr. Salil Srivastava (DIN-11270865), has been proposed for appointment as Additional NonExecutive Independent Director of the Company in the Board Meeting held on September 02, 2025 and his appointment is being propose before the members at ensuing 30^th Annual General Meeting as Non-Executive Independent Director for a period of 5 (five) financial years.

DIRECTOR LIABLE TO RETIRE BY ROTATION AND SUBSEQUENT REAPPOINTMENT

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, Ms. Neelam Gupta, Director & CFO of the Company, retires by rotation at the ensuing 30^th Annual General Meeting and being eligible, offers herself for reappointment. The Board of Directors of the Company, recommends her re-appointment for consideration by the members of the Company at the ensuing 30^th Annual General Meeting.

A brief profile, expertise and other details as required to be disclosed pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 (Secretarial Standards on General Meetings) issued by Institute of Company Secretaries is annexed to the notice of ensuing 30^th Annual General Meeting.

STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

The Company has, inter alia, received the declaration from all the Independent Directors in which they confirmed that they met the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and rules and regulations made thereunder and complied with the code of Independent Directors prescribed under Schedule IV to the Act. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or under the order of any such authority.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment, free from any external influence.

COMPOSITION OF THE COMMITTEES OF THE BOARD AND NUMBER OF MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEWCOMMITTEES OF THE BOARD

The Board Committees are integral to the Company''s governance system and are formed to address specific areas/activities as required by relevant regulations. These Committees act as authorized agents of the Board, adhering to their terms of reference that outline their purpose, objectives, and responsibilities. Accordingly, the Company has constituted 3 Board Committees with adequate delegation of power to focus on issues and ensure expedient resolution of matters and for providing recommendation to the Board.

The Company Secretary of the Company acts as Secretaries of the Committees. The committees meet often as per the statutory requirements.

During the financial year under review, all the recommendations / suggestions were accepted by the Board.

A. AUDIT COMMITTEE COMPOSITION

The Company has duly constituted Audit Committee, in accordance with the requirements of Section 177 of the Companies Act, 2013 read with related rules, including any amendments thereof. During the financial year, the composition of Audit Committee was as follows:

S. No.	Name of Committee member	Designation	Category
1	Mr. Vipin Ganpatrao Goje	Chairman	Non-Executive Independent Director
2	Mr. Mahesh Bhupathi	Member	Non-Executive Independent Director
3	Mr. Nadish Satyaprakash Bhatia	Member	Non-Executive Independent Director

There was no change in the composition of Audit Committee during the year. However, after the financial year, due to resignation of Mr. Mahesh Bhupathi (DIN: 01603093), Independent Director and member of the committee and appointment of Mr. Salil Srivastava (DIN-11270865), the composition of the Committee has been changed.

MEETINGS

During the financial year under review, the Audit Committee members met 5 (Five) times as on July 04, 2024, November 01, 2024, November 14, 2024, March 07, 2025 and March 15, 2025.

ATTENDANCE
S. No.	Dates of Committee Meetings	Total No. of Directors on the Date of Meeting		No. of Directors attended the Meeting		% Of Attendance
1	July 04, 2024	3		2		66.67%
2	November 01, 2024	3		2		66.67%
3	November 14, 2024	3		2		66.67%
4	March 07, 2025	3		2		66.67%
5	March 15, 2025	3		2		66.67%
B. COMP The Co the requ amendm financia	NOMINATION AND REMUNERATION COMMITTEE MEETING
	OSITION mpany has duly constituted Nomination and Remuneration Committee, in accordance with lirements of Section 178 of the Companies Act, 2013 read with related rules, including any nents thereof. The composition of Nomination and Remuneration Committee for the l year under review was as follows:
S. No.	Name of Committee member		Designation		Category
1	Mr. Nadish Satyaprakash Bhatia		Chairman		Non-Executive Independent Director
2	Mr. Vipin Ganpatrao Goje		Member		Non-Executive Independent Director
3	Mr. Mahesh Bhupathi		Member		Non-Executive Independent Director

There was no change in the composition of Nomination and Remuneration Committee. However, after the financial year, due to resignation of Mr. Mahesh Bhupathi (DIN: 01603093), Independent Director and member of the committee and appointment of Mr. Salil Srivastava (DIN-11270865), the composition of the Committee has been changed.

MEETINGS

The Nomination and Remuneration Committee met one (1) time as on March 07, 2025. ATTENDANCE
S. No.	Date of Committee Meetings		Total No. of Directors as on the Date of the Meeting		No. of Directors attended the Meeting		% Of Attendance
1	March 07, 2025		3		2		66.67%
C. STAKEHOLDERS RELATIONSHIP COMMITTEE COMPOSITION The Company has duly constituted Stakeholders Relationship Committee, in accordance with the requirements of Section 178 of the Companies Act, 2013 read with related rules, including any amendments thereof. The composition of Stakeholders Relationship Committee for the financial year under review was as follows:
S. No.		Name of Committee member		Designation		Category
1		Mr. Nadish Satyaprakash Bhatia		Chairman		Non-Executive Independent Director
2		Mr. Vipin Ganpatrao Goje		Member		Non-Executive Independent Director
3		Mr. Mahesh Bhupathi		Member		Non-Executive Independent Director
4		Neelam Gupta		Member		Executive Director

There was no change in the composition of Stakeholders Relationship Committee. However, after the financial year, due to resignation of Mr. Mahesh Bhupathi (DIN: 01603093), Independent Director and member of the committee composition of the Committee has been changed.

MEETINGS

The Stakeholders Relationship Committee met one (1) time as on March 07, 2025.

ATTENDANCE
S. No.	Date of Committee Meeting	Total No. of Directors as on the Date of the Meeting	No. of Directors attended the Meeting		% Of Attendance
1	March 07, 2025	4	3		75%
CHANGE IN KEY MANAGERIAL PERSONNEL
During the financial year under review, there was no change in the Key Managerial Personnel. However, after the financial year, Ms. Divya, Company Secretary & Compliance Office has resigned w.e.f. August 11, 2025. COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
AT THE END OF FINANCIAL YEAR At the end of the financial year under review, the composition of Board of Directors and Key Managerial Personnel was as follows:
Mr. Shantanu Srivastava (DIN: 00022662)				Chairman, Managing Director & CEO
Mrs. Neelam Gupta (DIN: 06823562)				Director & CFO
Mr. Vipin Ganpatrao Goje (DIN: 09607934)				Independent Director
Mr. Nadish Satyaprakash Bhatia (DIN: 03564903)				Independent Director
Mr. Mahesh Bhupathi (DIN: 01603093)				Independent Director
Ms. Divya (M. No. A68457)				Company Secretary & Compliance Officer

TERMS & CONDITIONS FOR APPOINTMENT AND REMUNERATION OF INDEPENDENT DIRECTORS

The Company has in place Nomination and Remuneration Policy applicable to Directors, key managerial personnel and other employees. The policy aims to ensure that the persons appointed at such positions possesses requisite qualification, experience, expertise and the remuneration shall be reasonable and sufficient to attract, retain and motivate them and to run the Company successfully and relation of remuneration of performance is clear and meets appropriate performance benchmarks. Detailed policy of the Company on the terms & conditions for appointment and remuneration of Independent Directors has been placed at the website of the Company and can be accessed at www.ishanglobal.com.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

Independent Director shall in opinion of the Board, is a person of integrity and possesses relevant expertise and experience in the fields of finance, Marketing, Accounts, Taxation, law, governance and general management, so as to have a diverse Board.

ANNUAL PERFORMANCE EVALUATION

The Nomination & Remuneration Committee has laid down the criteria for evaluation of the performance of the Chairman, Non-Independent Directors and Board as a whole. Performance evaluation of the directors undertaken annually.

Performance Evaluation of each director was carried out by the Nomination & Remuneration Committee and the Board of Directors at their respective meetings held on March 07, 2025. Further, the performance evaluation of the Chairman, the Non-Independent Directors and Board as a whole was also carried out by the Independent Directors at a separately convened meeting held on March 28, 2025.

The evaluation framework for assessing the performance of Directors comprised the following key parameters:

i. Attendance in Board Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspective or inputs regarding future growth of the Company and performance

iv. Effective communication with the management

v. Providing of prospective and feedbacks

vi. Commitment towards shareholders and other stakeholders

The Directors expressed satisfaction with the evaluation process and its outcomes.

SHARE CAPITAL AUTHORISED SHARE CAPITAL

During the financial year under review, the Authorized Share Capital stands Rs. 23,00,00,000 (Rupees Twenty-Three Crores only), divided into 23,00,00,000 (Rupees Twenty Three Crores) Equity Shares of Re. 1/- (Rupee One only) each.

There was no change in the Authorised Share Capital of the Company.

PAID-UP SHARE CAPITAL

During the financial year under review, the Paid-Up Share Capital stands Rs. 72,078,430 (Rupees Seven Crores Twenty Lakhs Seventy Eight Thousand Four Hundred and Thirty only) divided into 72,078,430 (Rupees Seven Crores Twenty Lakhs Seventy Eight Thousand Four Hundred and Thirty) Equity Shares of Re. 1/- (Rupee One only) each.

There was no change in the Paid-Up Share Capital of the Company.

SHARESA. BUY BACK OF SECURITIES

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

B. SWEAT EQUITY

The Company has not issued any sweat equity shares during the financial year under review.

C. BONUS ISSUE

The Company has not issued any bonus shares during the financial year under review.

D. EMPLOYEE STOCK OPTION PLAN

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

E. RIGHT ISSUE

The Company has not issued any right issue of shares during the year under review.

F. PRIVATE PLACEMENT/ PREFERENTIAL ALLOTMENT

During the financial year under review, the Company hasnât issued any shares under Private Placement/ Preferential Allotment.

DIRECTORâS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: â

(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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

AUDIT AND AUDITORâS REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hiren Buch Associates, Chartered Accountants, (Firm Registration No: 116131W) were re-appointed as Statutory Auditors of the Company at the 28^thAnnual General Meeting of the Company held on September 21, 2023, for a term of 5 (Five) consecutive years, i.e., to hold office from the conclusion of the 28^th Annual General Meeting held in 2023 till the conclusion of the 33^rd Annual General Meeting of the Company to be held in 2028.

The Auditorsâ Report of Statutory Auditors on the Standalone Financial Statements for the financial year ended March 31, 2025, forms the part of Annual Report.

The Auditorsâ Report read together with Annexures does not contain any qualifications, reservations and adverse remarks.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on July 04, 2024 re-appointed M/s. Sunil K. Khanna & Co. (Firm Registration No. 000310N) as Internal Auditors of the Company for the financial year 202425.

The Internal Audit Report is self-explanatory and does not contain any qualifications, reservations adverse remarks or disclaimers.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on July 04, 2024 re-appointed M/s Tanisha Srivastava & Associates, Company Secretary in Practice (M. No. 49947 and COP No. 20146) as Secretarial Auditors of the Company for the financial year 202425.

The Secretarial Audit Report for the financial year ended March 31, 2025 received from Secretarial Auditor is annexed as Annexure-I to this Report and also forms the part of Annual Report. The Secretarial Auditor Report is self-explanatory and does not contain any qualifications, reservations adverse remarks or disclaimers.

Further, the Board of directors at their meeting held on May 22, 2025, considered and approved the appointment of M/s Tanisha Srivastava & Associates, Company Secretary in Practice (M. No. 49947 and COP No. 20146) as secretarial auditor, for a period of 5 financial years, commencing from financial year 2025-26 to 2029-30, subject to the approval of members at ensuing 30^th Annual General Meeting.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the activity of our Company falls under Non-regulated sectors and hence, cost audit was not applicable to the Company for the financial year under review.

Hence, maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 was also not applicable on the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is appended to this Report as Annexure-II.

DETAILS TN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OF COMPANIES ACT. 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, there was no instances of fraud reported by the Auditors pursuant to sub-section 12 of Section 143 of the Companies Act, 2013 to the central government or Audit Committee or the Board against any officers and employees of the Company, therefore nothing is to report by the Board under Section 134 (3) (ca) of the Companies Act, 2013.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has given loan, guarantee and made investment within the compliance of the provisions of Section 186 of the Companies Act, 2013. The notes with its reference are given in Notes to Agenda to the Annual Standalone Financial Statements for the Financial Year ended March 31, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF COMPANIES ACT. 2013

There are no contracts or arrangement entered into by the Company with related parties as referred to in sub-section (1) of Section 188 of the Companies Act, 2013. Hence sub-section (1) of Section 188 was not applicable and consequently Form AOC-2 is not required to be furnished.

All related party transactions that not are covered under sub-section (1) of Section 188 of the Companies Act, 2013 were entered into by the Company on armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

During the financial year under review, the Company took loan from its director for amounting to Rs. 295 Lakhs and the amount of Rs. 50.55 Lakhs stood outstanding at the end of the financial year.

The details of the related party transactions provided in Note No. 33 of Notes to the accounts of the Annual Standalone Audited Financial Statements for the financial year ended March 31, 2025.

DETIALS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE FINANCIAL YEAR

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 was not applicable to the Company. Therefore, no policy has been developed and implemented on Corporate Social Responsibility initiatives by the Company.

RISK MANAGEMENT SYSTEM

The Company has a robust Risk Management System designed to identify and mitigate risks effectively. For all risk categories-high, medium or low, we have established detailed Action Plans. Over the years, we have developed a deep understanding of our operating and financial risks and work closely with all departments to identify, categorize, and address these risks. Our proactive risk management approach enables us to conduct business efficiently and uphold a world-class Quality Management System.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:

CONSERVATION OF ENERGY
(i)	The steps taken or impact on conservation of energy.	The Company operates in the service sector with no manufacturing activities. However, continuous efforts are made to conserve energy in office operations through measures such as:

		Usage of energy efficient LED lighting. Regular maintenance of air-conditioning and electrical systems to ensure energy efficiency.
(ii)	The Steps taken by the Company for utilizing alternate sources of energy.	Considering the nature and scale of operations, there is limited scope for usage of alternative energy sources. Our Company is efficiently utilizing the available energy resources.
(iii)	The capital investment on energy conservation equipmentâs.	No capital investment was required or incurred during the year on energy conservation equipmentâs.
TECHNOLOGY ABSORPTION
(i)	the efforts made towards technology absorption				Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution				Nil
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)				Nil
	(a) the details of technology imported
	(b) the year of import
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	The expenditure incurred on Research and Development				Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO				ded March 31, 2025 is (Amount in Rs. Lakhs)
The Foreign Exchange earnings and outgo during the financial period en as follows:
Particulars			2024-25	2023-24
Earnings in Foreign Currency			1,876.60	1,611.98
Expenditure in Foreign Currency			202.38	205.70

DEPOSITS

The Company has not accepted any deposits from the public, during the financial year, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of financial year 2025.

However, the Company has accepted deposits covered under Rule 2(1)(c) of Companies (Acceptance of Deposits), 2014 as a loan/ facility from Scheduled Banks defined by Reserve Bank of India and the disclosure of the same is provided in the notes to annual audited standalone financial statements forming part of the Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators, courts or tribunals impacting the going concern status or the Company''s operations in the future.

CONRPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.

Hence, Corporate Governance Report and compliance certificate regarding compliance of conditions of corporate governance does not form a part of this Board Report, though we are committed for the best corporate governance practices.

INTERNAL CONTROL SYSTEM AND THETR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year under review, such controls were tested and no reportable material weakness in the design or operations was observed.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable secretarial standards on the Meetings of the Board of Directors (SS-1) and general meetings (SS-2) issued by Institute of Company Secretaries of India âICSIâ and approved by Central Government under Section 118 (10) of the Companies Act, 2013. The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with provisions relating to the constitution of Internal Complaints Committee under the Act.

The Company is committed to provide a safe and conducive work environment to its employees. To this end, we have implemented rigorous safety protocols and standards to minimize risk and ensure the health and safety of our workforce. We continually review and update our practices to adhere to the highest industry standards and regulatory requirements.

Your directors further state that during the financial year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A report on the same has been filed with the District Officer Noida via mail and hard copy.

WHISTLE BLOWER/ VIGIL MECHANISM

The Company has established a robust Vigil Mechanism/ Whistle Blower Policy in accordance with provisions of Section 177(9) of the Companies Act, 2013 to provide a formal mechanism to its Directors and Employees of the Company for reporting any unethical behavior, breach of any statute, actual or suspected fraud that results in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences.

Directors and Employees of the Company were regularly updated about the policies of the Company.

CODE FOR PREVENTION OF INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (âSEBI PIT Regulationsâ), the Company has adopted a comprehensive Code of Conduct to regulate, monitor and report trading by Insiders for Prevention of Insider Trading for its Designated Persons, their immediate relatives and Insiders.

The code prohibits dealing the securities of the Company by designated persons, their immediate relatives and insiders while they are in possession of Unpublished Price Sensitive Information during the period of closing of trading window.

The Board of Directors are taking adequate steps to keep the insiders, designated persons and employees consistently updated with the code. The Board also confirmed compliance with the code during the financial year under review.

STATEMENT ON DEVIATION AND VARIATION OF FUNDS

During the financial year under year, the Board of Directors at their meeting held on November 01, 2024, considered and approved the deviation of Initial Public Offer âIPOâ Proceeds for amounting to Rs. 243.40 lakhs (Rupees Two Hundred Forty-Three and Forty Lakhs only), originally allocated to "General Corporate Expenses" towards the âWorking Capitalâ requirements

of the Company, subject to the approval of the members of the Company at ensuing Extraordinary General Meeting.

Further, the Board of Directors at their meeting held on November 14, 2024, considered and approved the variation of Initial Public Offer âIPOâ Proceeds by carry forward the unutilized amount of Rs. 333.25/- lakhs (Rupees Three Hundred Thirty-Three and Point Twenty-Five Lakhs only) from the financial year ended March 31, 2024, to the financial year ending March 31, 2025, in alignment with the Companyâs strategic objectives and in the best interest of the shareholders. This non-adherence come to the knowledge of the Board, and upon being noticed, the Company took the requisite approvals. The members of the Company considered and approved the following agendas in their Extraordinary General Meeting held on November 28, 2024.

As of March 31, 2025, the entire amount of IPO funds has been utilized and the Company has complained and submitted all relevant declarations.

PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The percentage increase in the remuneration of each director: Nil.

b) The percentage increase in the median remuneration of employees in the financial year: 810% approx.

c) The number of permanent employees on the rolls of the Company as on March 31, 2025: 11.

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: Not applicable

e) Affirmation that the remuneration is as per the remuneration policy of the Company: Yes

f) Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed: None of the employees were in receipt of remuneration above 8 lakh 50 thousand per month or Rs. One crore Two lakhs per annum and above.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply, as there was no dividend declared and paid last year.

DETAILS OF APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS

During the financial year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

ACKNOWLEDGEMENTS

Your directors thank the shareholders, customers, suppliers, employees, bankers and all other stakeholders for their wholehearted support during the financial year and look forward to their continued support in the years ahead.

Mar 31, 2024

The Board of Directors of your Company takes pleasure in presenting the Twenty Nineth (29th) Boardâs Report of Ishan International Limited (the âCompanyâ), on the business and operations of the Company together with Audited Standalone Financial Statements and the Auditorâs Report thereon for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE

The financial performance of the Company for the current financial year 2023-24 as compared to previous financial year 2022-23 is summarized as follows:

(Amount in Rs. Lacs)

Particulars	2023-24	2022-23
Revenue from Operations	3,012.86	3,570.31
Other Income	138.93	22.22
Total Revenue	3,151.79	3,592.53
Material cost	2,261.62	2,800.21
Changes in inventories of work-in-progress & Raw Materials	(23.57)	(11.72)
Employee benefits expense	218.89	127.64
Finance Cost	59.32	71.69
Depreciation and amortization Expenses	16.20	17.52
Other Expenses	534.92	521.56
Total Expenses	3,067.37	3,526.90
Profit before extraordinary items and tax	84.43	65.62
Less: Extraordinary Items	-	-
Profit before tax	84.43	65.62
Less: Tax Expenses
Current Tax	50.10	26.11
Deferred Tax Liabilities / Assets	(21.68)	(9.59)
Earlier Year Tax Expenses/ (Income)	(123)	(2.75)
Profit /(Loss) for the period from continuing operations	57.23	51.85

Other Comprehensive Income	(4.06)	16.90
Profit/ (Loss) for the period	61.29	34.96
Earnings per Equity Share
Basic	0.28	0.48
Diluted	0.28	0.48

ANNUAL RETURN

Pursuant to Section 92(3), 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2024 in Form MGT-7 is available at the website of the Company under investor relation head at www.ishanglobal.com.

DIVIDEND

Your Company required funds to fuel business growth and expansion, therefore, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2024. This decision was taken by the management of the Company with a view to reinvest the profits of the Company to support long term objectives and strengthen its market position.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

RESERVES

Details with regard to the amount transferred to reserves are provided in the Note No. 14 to the notes to annual audited standalone financial statements forming part of the Annual Report.

COMPOSITION OF THE BOARD OF DIRECTORS AND NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEW

BOARD OF DIRECTORS

The Company has constituted its Board in accordance with the provisions of Section 149 of the Companies Act, 2013 read with related rules, including any amendments thereof.

The Board has played a crucial role in strategic decision-making, driving the Company towards growth and reinforcing strong corporate governance.

MEETINGS

The Board of Directors shall meet at least four (4) times in a year within a gap of one hundred and twenty days (120) between two (2) consecutive meetings. During the financial year under review, the Board of Directors met 8 (Eight) times as on April 25, 2023, June 02, 2023, August 03, 2023, August 24, 2023, November 09, 2023, December 14, 2023, January 29, 2024 and March 29, 2024.

ATTENDANCE

S. No.	Dates of Board Meetings	Total No. of Directors as on the Date of Meeting	No. of Directors attended the Meeting	% Of Attendance
1	April 25, 2023	4	4	100%
2	June 02, 2023	5	5	100%
3	August 03, 2023	5	4	80%
4	August 24, 2023	5	4	80%
5	November 09, 2023	5	4	80%
6	December 14, 2023	5	4	80%
7	January 29, 2024	5	4	80%
8	March 29, 2024	5	4	80%

CHANGES IN THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR UNDER REVIEW

RESIGNATION OF INDEPENDENT DIRECTOR

Mr. Mandyam Komandur Srinivas (DIN: 08953709), Independent Director of the Company has resigned from his position from the closure of the working hours of March 31, 2023. The Board took note of the same at their meeting held on April 25, 2024.

APPOINTMENT OF INDEPENDENT DIRECTOR

During the financial year under review, the Board on the recommendation of Nomination and Remuneration Committee, in its meeting held on June 02, 2023 has approved, the appointment of Mr. Nadish Satyaprakash Bhatia (DIN: 03564903) as an Additional Independent Director of the Company.

The Board further approved the regularization of Mr. Nadish Satyaprakash Bhatia (DIN: 03564903) at their meeting held on August 03, 2024 and recommend to the members, the appointment of Mr. Nadish Satyaprakash Bhatia (DIN: 03564903) as an Additional Independent Director and regularization as Director of the Company for a term of 5 consecutive financial years. The members of the Company at their Extraordinary General Meeting held on August 26, 2023 considered and approved the appointment the said appointment.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent director appointed during the year.

Mr. Nadish Bhatia is a professional with over 25 years of diverse experience spanning advertising, marketing, communication, films, entertainment, and public relations. He has done his diploma in marketing from Symbiosis Institute of Management in Pune in 1993. Throughout his career, he has demonstrated a keen ability to integrate multiple disciplines, managing international brands with a proactive and comprehensive approach.

His professional journey includes significant roles with prominent firms such as O&M, RK Swamy, Percept, Lintas, Percept Pictures, and Mukta Arts. This extensive background has honed his skills and craft, enabling him to offer a well-rounded perspective on brand management. Known for his strategic insight and ability to drive results. Mr. Nadish Bhatia was appointed as Independent Director of the Company. Over the past year, he has been instrumental in guiding for Companyâs growth and development, leveraging his vast expertise to provide valuable strategic direction.

COMPOSITION OF THE COMMITTEES OF THE BOARD AND NUMBER OF MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEW

COMMITTEES OF THE BOARD

The Board Committees are integral to the Companyâs governance system and are formed to address specific areas/activities as required by relevant regulations. These Committees act as authorized agents of the Board, adhering to their terms of reference that outline their purpose, objectives, and responsibilities. Accordingly, the Company has constituted 3 Board Committees with adequate delegation of power to focus on issues and ensure expedient resolution of matters and for providing recommendation to the Board.

The Company Secretary of the Company acts as Secretaries of the Committees. The committees meet often as per the statutory requirements.

During the financial year under review, all the recommendation / suggestions were accepted by the Board.

A. AUDIT COMMITTEE COMPOSITION

The Company has duly constituted Audit Committee, in accordance with the requirements of Section 177 of the Companies Act, 2013 read with related rules, including any amendments thereof.

The composition of Audit Committee at the commencement of the financial year was as follows:

No.

Name of Committee Member

Designation

MEETINGS

The Audit Committee shall meet at least four (4) times in a year within a gap of one hundred and twenty days (120) between two (2) consecutive meetings. During the financial year under review, the Audit Committee members met 7 (Seven) times as on April 25, 2023, June 02, 2023, August 03, 2023, August 24, 2023, November 09, 2023, December 14, 2023 and March 29, 2024.

ATTENDANCE

S. No.	Dates of Committee Meetings	Total No. of Directors on the Date of Meeting	No. of Directors attended the Meeting	% Of Attendance
1	April 25, 2023	2	2	100%
2	June 02, 2023	2	2	100%
3	August 03, 2023	3	2	66.67%
4	August 24, 2023	3	2	66.67%
5	November 09, 2023	3	2	66.67%
6	December 14, 2023	3	2	66.67%
7	March 29, 2024	3	2	66.67%

B. NOMINATION AND REMUNERATION COMMITTEE MEETING COMPOSITION

The Company has duly constituted Nomination and Remuneration Committee, in accordance with the requirements of Section 178 of the Companies Act, 2013 read with related rules, including any amendments thereof. The composition of Nomination and Remuneration Committee at the commencement of the financial year was as follows:

No.

Name of Committee Member

Designation

C. STAKEHOLDERS RELATIONSHIP COMMITTEE COMPOSITION

The Company has duly constituted Stakeholders Relationship Committee, in accordance with the requirements of Section 178 of the Companies Act, 2013 read with related rules, including any amendments thereof. The composition of Stakeholders Relationship Committee at the commencement of the financial year was as follows:

S. No.	Name of Committee member	Designation	Category
1	Mr. Vipin Ganpatrao Goje	Member	Non-Executive Independent Director
2	Mr. Mahesh Bhupathi	Member	Non-Executive Independent Director
3	Neelam Gupta	Member	Executive Director

However, Chairman of the Stakeholderâs Relationship Committee Mr. Mandyam Komandur Srinivas (DIN: 08953709) has resigned w.e.f. March 31, 2023 and therefore, the Board of Directors reconstituted the composition of the Stakeholderâs Relationship Committee w.e.f. August 03, 2023 as follows:

S. No.	Name of Committee member	Designation	Category
1	Mr. Nadish Satyaprakash Bhatia	Chairman	Non-Executive Independent Director
2	Mr. Vipin Ganpatrao Goje	Member	Non-Executive Independent Director

3	Mr. Mahesh Bhupathi	Member	Non-Executive Independent Director
4	Neelam Gupta	Member	Executive Director

MEETINGS

The Stakeholders Relationship Committee shall meet at Once (1) in a year. During the financial year under review, the Committee members met on August 03, 2023.

ATTENDANCE

No.

Date of Committee Meeting

Total No. of Directors as on the Date of the Meeting

No. of Directors attended the Meeting

% Of Attendance

August 03, 2023

75%

CHANGE IN KEY MANAGERIAL PERSONNEL

Mr. Ketan Chaurasia (M. No. A56841), Company Secretary and Compliance Officer of the Company resigned from his position w.e.f. March 14, 2023 and the Board at its meeting held on March 29, 2024 considered and took note of the same.

Thereafter, on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on March 29, 2024 considered and approved the appointment of Ms. Divya (M. No. A68457), as Company Secretary and Compliance Officer of the Company with immediate effect to fill the vacancy caused due to resignation of previous Company Secretary.

COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AT THE END OF FINANCIAL YEAR

At the end of the financial year under review, the composition of Board of Directors and Key Managerial Personnel was as follows:

Mr. Shantanu Srivastava (DIN: 00022662)	Chairman & Managing Director
Mrs. Neelam Gupta (DIN: 06823562)	Director & CFO
Mr. Vipin Ganpatrao Goje (DIN: 09607934)	Independent Director
Mr. Nadish Satyaprakash Bhatia (DIN: 03564903)	Independent Director
Mr. Mahesh Bhupathi (DIN: 01603093)	Independent Director
Ms. Divya (M. No. A68457)	Company Secretary and Compliance Officer

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OF COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, there are no instances of fraud reported by the Auditors pursuant to sub-section 12 of Section 143 of the Companies Act, 2013 to the central government or Audit Committee or the Board against any officers and employees of the Company, therefore nothing is to report by the Board under Section 134 (3) (ca) of the Companies Act, 2013.

STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

DIRECTORâS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

DECLARATION ON COMPANYâS POLICY ON DIRECTOR APPOINTMENT, REMUNERATION AND OTHER MATTERS UNDER SUB-SECTION 3 OF SECTION 178 OF COMPANIES ACT, 2013

DIRECTOR LIABLE TO RETIRE BY ROTATION AND SUBSEQUENT REAPPOINTMENT

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, two-third of the total no. of Directors excluding Independent Directors, are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for re-appointment at ensuing Annual General Meeting.

Mr. Shantanu Srivastava, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company, recommends his re-appointment for consideration by the members of the Company at the ensuing 29^th Annual General Meeting.

DETAILS OF APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS

During the financial year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is appended to this Report as Annexure-1. AUDIT AND AUDITORâS REPORT STATUTORY AUDITORS

The Auditorsâ Report of Statutory Auditors on the Standalone Financial Statements for the financial year ended March 31, 2024 forms the part of Annual Report. The Auditorsâ Report read together with Annexures referred to in the Auditorsâ Report does not contain any qualification, reservation and adverse remark.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Board of Directors of the Company at their meeting held on August 03, 2023 re-appointed M/s. Sunil K. Khanna & Co. (Firm Registration No. 000310N) as Internal Auditors of the Company for the financial year 2023-24.

The Internal Audit Report has been placed before the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companyâs internal financial control, relating to strengthening the Companyâs risk management policies and systems. The Internal Audit Report is self-explanatory and does not contain any qualification, reservation adverse remark or disclaimer.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in their meeting held on August 03, 2023 re-appointed M/s Tanisha Srivastava & Associates, Company Secretary in Practice (M. No. 49947 and COP No. 20146) as Secretarial Auditors of the Company for the financial year 2023-24.

The Secretarial Audit Report has been placed before the Audit Committee. The Secretarial Audit Report for the financial year ended March 31, 2024 received from Secretarial Auditor is annexed as Annexure-2 to this Report and also forms the part of Annual Report. The Secretarial Auditor Report is self-explanatory and does not contain any qualification, reservation adverse remark or disclaimer.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the activity of our Company falls under Non-regulated sectors and hence, cost audit is not applicable to the Company for the financial year under review.

Hence, maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 is also not applicable on the Company.

RISK MANAGEMENT SYSTEM

The Company has a robust Risk Management System designed to identify and mitigate risks effectively. For all risk categories-high, medium or low, we have established detailed Action Plans. Over the years, we have developed a deep understanding of our operating and financial risks and work closely with all departments to identify, categorize, and address these risks. Our proactive risk management enables us to conduct business efficiently and uphold a world-class Quality Management System.

DETIALS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE FINANCIAL YEAR

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 are not applicable to the Company. Therefore, no policy has been developed and implemented on Corporate Social Responsibility by the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators, courts or tribunals impacting the going concern status or the Companyâs operations in the future.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year under review, no Company became or ceased as Holding, Subsidiary and Associate Companies of the Company.

Your Company had entered in joint venture with SD Corporation on February 13, 2023. However, due to nil revenue generation in joint venture by SD Corporation, the Board of Directors at their meeting held on August 03, 2023 approved the cancellation of joint venture with SD Corporation and this decision was subsequently approved by the members of the Company at their 28^th Annual General Meeting held on September 21, 2023.

Therefore, at the end of the financial year, the Company doesnât have any joint venture. COMPLIANCE WITH SECRETARIAL STANDARDS

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board has conducted an evaluation of its own performance, as well as the performance of individual Directors, its committees, and the Chairman of the Board.

The evaluation framework for assessing the performance of Directors comprises of the following key parameters:

i. Attendance in Board Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspective or inputs regarding future growth of the Company and performance

iv. Effective communication with the management

v. Providing of prospective and feedbacks

vi. Commitment towards shareholders and other stakeholders

The evaluation of the Board''s overall functioning, its committees, and individual directors considered factors such as experience, expertise, and the performance of specific duties and obligations. The Directors expressed satisfaction with the evaluation process and its outcomes.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at their separate meeting held March 30, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF COMPANIES ACT, 2013

There are no contracts or arrangement entered into by the Company with related parties as refereed to in sub-section (1) of Section 188 of the Companies Act, 2013. Hence sub-section (1) of Section 188 is not applicable and consequently Form AOC-2 is not required to be furnished.

During the financial year under review, no related party transaction has been placed before the Audit Committee for their approval.

The details of the related party transactions provided in Note No. 33 of Notes to the accounts of the Annual Standalone Audited Financial Statements for the financial year ended March 31, 2024.

SHARE CAPITAL

AUTHORISED SHARE CAPITAL

During the financial year under review, the Board of Directors at their meeting held on December 14, 2023 has approved increase of Authorised Share Capital of the Company from Rs. 10,00,00,000/- (Rupees Ten Crores only), divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 23,00,00,000 (Rupees Twenty-Three Crores only), divided into 2,30,00,000 (Two Crore Thirty Lacs) Equity Shares of Rs. l0/- (Rupees Ten only) each, by creation of additional 1,30,00,000 (One Crore Thirty Lacs) Equity Shares of face value of Rs. 10/-(Rupees Ten only) each.

The Board after the approval of increase of share capital, at the same meeting approved the subdivision of value of Equity Share of Rs. 10/- (Rupees Ten only) each into Re. 1/- (Rupee One only) each, subsequently, the Authorized Share Capital has been changed from Rs. 23,00,00,000 (Rupees Twenty-Three Crores only), divided into 2,30,00,000 (Two Crore Thirty Lacs) Equity Shares of Rs. l0/- (Rupees Ten only) each to 23,00,00,000 (Rupees Twenty-Three Crores only), divided into 23,00,00,000 (Rupees Twenty-Three Crores) Equity Shares of Re. 1/- (Rupee One only) each, both events were approved by the members at their Extraordinary General Meeting held on January 15, 2024.

The Authorized Share Capital at the end of financial year under review stands Rs. 23,00,00,000 (Rupees Twenty-Three Crores only), divided into 23,00,00,000 (Rupees Twenty Three Crores) Equity Shares of Re. 1/- (Rupee One only) each.

PAID-UP SHARE CAPITAL

The Paid-Up Share Capital at the beginning of the financial year under review was Rs. 72,078,430 (Rupees Seven Crores Twenty Lacs Seventy Eight Thousand Four Hundred and Thirty only) divided into 72,07,843 (Seventy Two Lacs Seven Thousand Eight Hundred and Forty Three) Equity Shares of Rs. 10/- (Rupees Ten only) each.

The Board of Directors at their meeting held on December 14, 2023 has approved sub-division of Equity Shares value from Rs. 10/- (Rupees Ten only) each to Re. 1/- (Rupee One only) each, consequently the Paid-up share capital is revised as Rs. 72,078,430 (Rupees Seven Crores Twenty Lacs Seventy Eight Thousand Four Hundred and Thirty only) divided into 72,078,430 (Rupees Seven Crores Twenty Lacs Seventy Eight Thousand Four Hundred and Thirty) Equity Shares of

Re. 1/- (Rupee One only) each. Thereafter, the Board of Directors at the same meeting held on approved the Bonus issue in the proportion of 2 (Two) Bonus Shares for every 1 (One) Equity Share held and the both events were approved by the members at their Extraordinary General Meeting of the Company at their January 15, 2024.

After the receipt of in principle approval from the exchange for the said bonus issue, the Board at their meeting held on January 29, 2024 approved the allotment of 14,41,56,860 (Fourteen Crores Forty One Lacs Fifty Six Thousand Eight Hundred and Sixty) Equity Shares of Re. 1/- (Rupees One only) each to the members holding shares as on record date i.e. January 25, 2024.

The Paid-Up Share Capital at the end of financial year under review stands Rs. 21,62,35,290/-(Rupees Twenty One Crores Sixty Two Lacs Thirty Five Thousand Two Hundred and Ninety Only), divided into 21,62,35,290/- (Twenty One Crores Sixty Two Lacs Thirty Five Thousand Two Hundred and Ninety) of Re. 1/- (Rupee One each).

A. BUY BACK OF SECURITIES

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

B. SWEAT EQUITY

The Company has not issued any sweat equity shares during the financial year under review.

C. BONUS ISSUE

The Board of Directors at their meeting held on December 14, 2023 approved the Bonus issue in the proportion of 2 (Two) Bonus Shares for every 1 (One) Equity Share held and the same was approved by the members at their Extraordinary General Meeting of the Company at their January 15, 2024.

The Company has complied with all regulatory requirements and approval of National Stock Exchange of India Limited was received on January 25, 2024 for the said bonus issue of equity shares.

After the receipt of in principle approval from the exchange, the Board at their meeting held on January 29, 2024 approved the allotment of 14,41,56,860 (Fourteen Crores Forty One Lacs Fifty Six Thousand Eight Hundred and Sixty) Equity Shares of Re. 1/- (Rupees One only) each by capitalization of Rs. 14,41,56,860 (Fourteen Crores Forty One Lacs Fifty Six Thousand Eight Hundred and Sixty) standing to the credit of the Companyâs

Reserves & Surplus Account to the members whose name appeared in the Registrar of Members maintained by the Company as on the record date i.e. January 25, 2024.

D. EMPLOYEE STOCK OPTION PLAN

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

E. RIGHT ISSUE

The Company has not issued any right issue of shares during the year under review.

F. PRIVATE PLACEMENT/ PREFERENTIAL ALLOTMENT

During the financial year under review, the Company hasnât issued any shares under Private Placement/ Preferential Allotment.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

WHISTLE BLOWER/ VIGIL MECHANISM

Directors and Employees of the Company were regularly updated about the policies of the Company.

DEPOSITS

However, the Company has accepted deposits covered under Rule 2(1 )(c) of Companies (Acceptance of Deposits), 2014 for amounting to Rs. 603.35/- lacs (Rupees Six Hundred Three Point Thirty Five Lacs only) as a loan/ facility from Scheduled Banks defined by Reserve Bank of India and the disclosure of the same is provided in the notes to annual audited standalone financial statements forming part of the Annual Report.

CODE FOR PREVENTION OF INSIDER TRADING

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

CONSERVATION OF ENERGY

(i)	The steps taken or impact on conservation of energy.	Not Applicable
(ii)	The Steps taken by the Company for utilizing alternate sources of energy.	Not Applicable
(iii)	The capital investment on energy conservation equipmentâs.	Not Applicable

TECHNOLOGY ABSORPTION

(1)	the efforts made towards technology absorption	Nil
(11)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(m)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
	(b) the year of import
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	The expenditure incurred on Research and Development	Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo during the financial period ended March 31, 2024 is as follows:

(Amount in Rs. Lacs)

Particulars	2023-24	2022-23
Earnings in Foreign Currency	1,611.98	3,104.89
Expenditure in Foreign Currency	205.70	164.66

NATURE OF BUSINESS AND CHANGES IN THE NATURE OF BUSINESS, IF ANY

The Company is engaged in the business of machinery and engineering projects and there is no change in the nature of business during the financial year under review.

STATEMENT ON DEVIATION AND VARIATION OF FUNDS

During the financial year under review, the Company has applied funds received from the Initial Public Offering (IPO) as follows:

i. An amount of Rs. 350 lacs (Three Hundred and Fifty Lacs only) has been invested in Race Envision Private Limited after cancellation of joint venture with SD Corporation. The Board of Directors at their meeting held on December 14, 2023 approved investment in Race Envision Private Limited via right issue of 3,50,000 (Three Lac and Fifty Thousand) Equity Shares of Rs. 100/- (Rupees Hundred only) each including premium of Rs. 90/- (Rupees Ninety only) per share and the same was approved by the members of the Company at their 28^th Annual General Meeting held on September 21, 2023.

ii. An amount of Rs. 194 lacs (One Hundred and Ninety Four Lacs only) was allotted for the expenses of the Issue. However, the actual expenses incurred were Rs. 96.8 Lacs (Ninety Six Point Eight Lacs only) and a balance of Rs. 97.2 (Ninety Seven Point Two Lacs only) was remained unspent. The Board of Directors at their meeting held on August 03, 2023 approved the shifting of this remaining amount to working capital and the same was approved by the members of the Company at their 28^th Annual General Meeting held on September 21, 2023.

Funds allotted for General Corporate Expenses have not been utilized within the specified timeframe. In this regard, the Directors stated that, any unutilized funds can be carried forward to subsequent financial years as per prospectus and the management of the Company remains committed to deploying these funds effectively and in alignment with our strategic objectives and the interests of our shareholders.

CORPORATE GOVERNANCE REPORT

Provisions relating to Corporate Governance Report as under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are not applicable to SME listed Company. Therefore, Corporate Governance Report and compliance certificate regarding compliance of conditions of corporate governance is not annexed to this Board Report.

PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The percentage increase in the remuneration of each director: Nil.

b) The percentage increase in the median remuneration of employees in the financial year: 610% approx.

c) The number of permanent employees on the rolls of the Company as on March 31, 2024: 19.

e) Affirmation that the remuneration is as per the remuneration policy of the Company: Yes

prescribed: None of the employees were in receipt of remuneration above 8 lakh 50 thousand per month or Rs. One crore Two lakhs per annum and above.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has capitalized its reserves by issuing and allotting 14,41,56,860 (Fourteen Crores Forty One Lacs Fifty Six Thousand Eight Hundred and Sixty) Equity Shares of Re. 1/- (Rupee One only) each to its members. Apart from this, there have been no material changes or commitments between the end of the financial year to which the financial statements pertain and the date of this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

STATE OF COMPANYâS AFFAIRS

Please refer to the Chairman and Managing Directorâs speech.

ACKNOWLEDGEMENTS

On behalf of the Board

For Ishan International Limited

Sd/-

Date: 30.08.2024 Shantanu Srivastava

Place: Noida Chairman & Managing Director

DIN: 00022662

Mar 31, 2023

BOARDâS REPORT

Dear Shareholder s,

Your Directors ka pleasure in presenting the th8 Annual Report of theompany together
with Audited Financial Statements fdre year ended March 3fet, 2023 This report stat es
compliance as per the requirements of The Companies Act, 20B, the SEBI (Listing Obligations
and Disclosur eRequirements) Regulations, 205 and otbr rules and regulations as applicable
to the Company

1. FINANCIAL RESULTS:

	2022-2023	2021-22
Revenue f r om Oper at ions	3570.31	21E.41
Other Income	22.22	6190
T otalRevenue	3592.53	274.31
Less: Expenses before Interes and Depreciation
Less: (a) Interes t	65.04	87.38
(b) Depreciation	7.52	5.46
Other Expenses	528.21	25.49
Profitbefore Tax & ExtraOrdinaryItems	65.62	2D.37
Less : Pr iorper iod expens es	-	-
Less: Prioryearâs Income Tax Adjustment	-	-
Profit Before Tax	68.37	B3.3
Less: Tax Expenses
Current T ax	26.11	56.00
DeferredTax	(9.59)	2.70
Profit after Tax	34.90	127.15
EPS	0.48	2.58

2. DIVIDEND:

As company required funds for business and growth, no Dividend is recommended for t he
year under review .

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

The provisions oSection 25(2) of the Companies Act, 20B do not apply as there was no
dividend declar ed and paid last year.

4. RESERVES

The Board of Dectors of the Company has proposed to tranfaunt Rs.34.96 Lacs to
the Reserveof the companyfor the year under review.

5. OPERATIONAL HIGHLIGHTS:

The Company earned revenue from operations Rs. 3570.31 lacs compared to Rs.

2I2..41 lacs for the previus year. The other income is Rs 22E2cs compared to Rs.

6190 lacs in the pr evious year.

6. MATERIAL CHANGES:

Material changes and commitments affectingthe financial position of the Company have
occurred between the end of the financyshr of the Company twhich the financial
statement relates and the dafethe Board Report are as follows:

INITIAL PUBLIC OFFER (IPO)

The Comjany has launched Initial public offerings of lEhqti ity Sharesduring the finanÂ¬
cial year 2022-2023.

On 22^nd September 2022 in accordance with SEBI (Issue of Capital and Disclos ur e
Requirement) Regulations, 208, the company issued 22,80 ,000 Equity Shares @ Rs 80/ -
per Equity Share (including a share premium of per Equity Share).

The public isue remained open fromSeptember 9, 2022 to September 4^th, 2022 at an ofÂ¬
fer price of 0/- per Equity Shar(including a share premium of /-0per Equity Share).

The Companyâs IPO received an overwhelming response and was oversubscribed by 162
times, reflecting a huge investor appetite for the i ssue.

The Equit ySharesallotted on September 6, 2022 at an offer price of (8 per Equity Sare
to the respective allotteunder various categories.

The Equity Shares of the Company were listetlhor6MEEmerge platform of National
Stock Exchange of IM Limited (âNSEâ) on September 22^nd, 2022 The Equity Shares of
the Company were listed with a substantial gain from its offer price.

UTILISATION OF IPO PROCEEDS

The IPO proceeds of 750.45 lacshave been utilised to fund the working capital requireÂ¬
ments of the Company. Apart from this, the Companyrteajsr red Issuexpenses of 9680
lakhs and spent 35Qakhs on Joint Ventur.eAnd no expenditure out of the proceeds meant
for General Corporate Purpos es.

The unutilized amount is kept in short term liquid fund i.e Fixed Deposit and short term
loan given to NBF C during the year ending Mlarch 2023.

Further, there was no deviaticar/iation in the utilization of the gross proceeds raised
through IPO.

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

The informationpertainingto conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required unSeection 34(3) of the Companies Act, 2013
read with Rule 8(3 )of the Companies (Accounts) Rul e$4 is furnishedis under:

A. Conservation of Energy

(i) the steps taken or impaon conservation of energjNIL

(ii) the steps taken by the company for utilizing alternate sources of -eNetlgy

(iii) the capital investment on energy conservation equipmeMIL

B. Technology Absorption

i) the efforts made towards technology absorptiMil;

ii) the benefits derived like product improvement, cost reduction, product
development or import substitution il;

iii) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial y-e ar)

(a) the details of technology importedNil;

(b) the year of impor N il;

(d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereoN il; and

(iv) the expenditure incurd eon Research and DevelopmentNil

C. Foreign Exchange Earning and Outgo

Foreign Exchange Earnin gs Rs. 3D4.89 Lakh

ForeignExchange Outgo R s . 164.66 Lakh

8. RISK MANAGEMENT:

We have a sound Risk Management System that helps us to identify and mitigate all the
risks in our business. For the risks identified as high or medium, we have well defined AcÂ¬
tion Plans. Over the years, we have been identifying, measuring and managiingiwn exÂ¬
posure to risk and are well aware of the operating and financial risks in our businesses. We
work closely with all departments to identify egories and mitigate risks. We have deÂ¬
veloped action plans to mitigate risks. By managing our risks professionally, we are able to
conduct our business professionally and maintain a Quality ManageriS/stem which is
world class.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions ofSection B5 of the Companies Act, 2013 read with Rule 9 of t h e
Companies (Accounts Rules, 2DB is not applicable to the Company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

The company hasgiven loan of Rs 2,25,CQC00 (Two Crore twenty five lakh) to M/s
Akash Deep Metal Industries Limited and giadvance of Rs 5,50 ,0Q 000 (Five Crore
fifty lakhsThere were noguarantees made by the Company under Section B6 of the
Companies Act, 20B during the year But Investment made as follows

Company has made the investment of)!^!]Â® ( Three Crore Fifty Lacs Only)n the
Joint Ventur evith the SD Cporation

11. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an armâs
length basis and were in the ordinary course of business. There were no mat er ially
significant related party transactions with the Companyâs Promoters, Directors,
Management or their relatives, which could have had a potential conflict with the interests
of the Company. Transactions with related parties entered by the Company in the normal
course of business are periodically placed before the Auditmfiiotee for its omnibu s
approval.

The details of the related party transactions given in theN^soBtteof the Notes to the
account of the F inancial Statement foryear ended 31â March 2023.

The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act 20B, the Rules
there under and the Listing Regulations. This Policy was considered andterppry the
Board has been uploaded on the website of the CompanyAat/w.ishanglobal.com under
investors info/Corporate Policy link.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions Sfection 52 of the Companies Act, 20B and the
Rules framd thereunder, Mrs Neelam GuppaiN : 06823562) Chief Financial Officer&
Executive Directoof the Companyis liable toretire by rotation: the forthcoming Annual
GeneraiM eetingand she being eligible, offersherselffor re-appointment.

Mr. Nadish Satyaprakash BhatDIN :03564903), Additional Independent Directoof the
Company on recommendation of thBoard of Diretors and Nomination & Remuneration
Committee in their meeting held otf June, 2023 in their meetinjjad appointed him for a
period of five (5) years with effeatom2^nd June, 2023 subject to approval of members at
the ensuing AnnuaGeneraiMeetingto be held on Thursdaytl^st September; 2023 .

During the year Mr Vipin Ganpatrao Gwje appointed as Independent Director w.e.f ^p 07
April , 2022 and Mr Mandyam Komandu Srinivas resigned ahe Independent Director
w.e.f. 31^st March ,2023. Additional to this informatioMs Khusboo Shah Company
Secretary & Compliance Officeresigned w.e.f. 28^th January, 2023 and Mr.Ketan
Chaurasia CompanySecretar yand Compliance Officerwas appointed w.e.f 28^thJanuary,

2023.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company Ssscpam 2(51) and 2Q3 of the
Companies Act 2QB are as follows:

1. Mr Shantanu Srivasta,vM anagingDirector& CEO

2. MrsN eelamGupta, ExecutiveDirector& CF O

3. Mr Ketan ChaurasisC ompany Secretar Compliance Officer

> BOARD EVALUATION:

Pursuantto the provisions of the Companies Act, 2QB and Rules made thereunder read
with the SEBI (Listing Obligations and Disclosure RequiremRegulations, 2Q5, the
Board has carried the evaluation of its own performamidividual Directors, it s
Committees, including the Chairman of tBoard on thebasis of attendance, contribution
and various criteria asecommended by theNomination and Remuneration Committee of
the Company. The evaluation of t Working of the Board, its committees, experience and
expertise, performance ofspecific dities and obligations etc were carried out .
The Directors expressed th eirtisfactiorwith the evaluationprocess and outcome.

The performanceof each of the non-independent directors(including the Chairman)was
also evaluated by the Independent Director sat the separatemeeting held of Independent
Dir ectorsof the Company.

> REMUNERATION POLICY:

The Board has on the recommendation of the Nomination& RemunerationCommittee,
formulated criteria for Determining, Qualifications, PosAtiteibutesand Independence
of a Director and also a Policy for remuneration of DireKey spianagerial Personnel
and senior management.

> DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the BoatMsytfatlfill all
the requirements as stipulatedSinction 49(6) of the Companies Act .20B so as to qualiÂ¬
fy themselves to be appointed as Independent Directors udder provisions of the
C ompanies Act, 2QB and the r elevant r ules .

13. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the yeafii (Twenty One) Board Meetingsand were convened and below are the
dates given-

S.No.	Date of Board Meeting
1	6^th April, 2022
21.	7^th April, 2022
3.	25^th April, 2022
4.	30^th April, 2022
5.	1^st May, 2022

6.	9^th May, 2022
7.	11^th May, 2022
8.	17^th June, 2022
9.	20^th June, 2022
10.	28^th June, 2022
11.	29^th June, 2022
12.	04^th July, 2022
13.	14^th July, 2022
14.	02^nd August, 2022
15.	30^th August, 2022
16.	01^st September, 2022
17.	02^nd September, 2022
18.	16^th September, 2022
19.	21^st December, 2022
20.	28^th January, 2023
21.	13^th February,2023

14. AUDIT COMMITTEE:

During the year, the Audit Committee met 4 (Four) time3Q/<0n 2022, 25/08/2022

2/2/2022 , and 28/0/202 3. The Board has accepted all recommendations of Au dit

Committee and accordingly, no disclosure is requirted be made in respect of non
acceptance of any recommendation of the Audit Committee by the B oard.

Name of the Director	Category of the Director	Status	No of Meeting Attended
Mr. Mandyam Komandur Srinivas	Independent Director	Chairman	4/4
Mr. Vipin Ganpatrao Goje	Independent Director	Member	4/4
Mr. Mahesh Bhupati	Independent Director	Member	%

15. SHAREHOLDERS RELATIONSHIP COMMITTEE:

The Committee, inter alia, started overseeing and reviewing all matters connected with the
shares and looks into shareholders complaints.

Name of the Director	Category of the Director	Status	No of Meeting Attended
Mr. Mandyam Komandur Srinivas	Independent Director	Chairman	1/1
Mr. Vipin Ganpatrao Goje	Independent Director	Member	1/1
Mr. Mahesh Bhupati	Independent Director	Member	0/1

16. NOMINATIOAN AND REMUNERATION COMMITTEES

During the year, the N omination & Remuneration Committee met one time on 28.012023.

Name of the Director	Category of the Director	Status	No of Meeting Attended
Mr. Mandyam Komandur Srinivas	Independent Director	Chairman	1/1
Mr. Vipin GanÂ¬ patrao Goje	Independent Director	Member	1/1
Mr. Mahesh Bhupati	Independent Director	Member	0/1

17. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions Section B4(5) of the Companies Act ,203 the
Boar d her eby submit s its responsibilit $tat ementâ

(a) in the preparation of the annual accounts, the applicable accounting standardheemd
followed along with proper explanation relatingo materiadepartures ;

(b) the directors had selected such accounting policies and applied them consistaemdlynade
judgments and estimates that are reasonable and prudent so as t (a girue and fair view
of the state of affairs of company at the end of the financialar and of the profit and
loss of the company for thatperiod;

(c) the directors had taken proper and sufficient care for the maintenance of adequat e
accounting records in accordance with the provisions ofAhtsfor safeguardinlgie assets

of the company and for preventingand detecting fraudnd other irregularities;

(d) the directorshad preparedthe annual accounts on a going concern basis ;and

(e) the directors ,had laid down internal financiaiontrols to be followed by the company and
that such internal financial controls are adequate and were opQatfaagvely.

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

18. ANNUAL RETURN:

The Annual Return pursuant to the provisions eof i on 92 read with Rule 2 ofthe
Companies (Management and administration) Rul204 is placed at the website of the
Company.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary,or Associate Company. During the year
company executed Joint Ventur with SD Corporation.

20. DEPOSITS:

The Company hasi either accepted nor renewed any deposits during the yaader review.

21. AUDITORS:> STATUTORY AUDITORS

M/s Hiren Buch & Associat,eChartered Accountants, Mumbaiaring ICAI Registration
No 1BBW were appointed as thestatutory auditors ofie Company at the ^Annual
General Meeting of the Comp to hold office till ensuirAnnual General Meeting to be
held in the year2023 and eligible for Re appointment for 5 years As required under
Listing Regulations, the auditors have also confirmed they hold a valid certificat e
issued by the Peer Review Board of the InstituCeiaftere dkccountantsof India.

M/s Hiren Buch Associates,Chartered Accountants bearing ICAI registration number
1BBW, be and is hereby reappointed as the Statutor yAuditors of the Compan y
commencing from the conclusion of 28tAnnual General Meeting) be held on 2kt
Septembei2023 till the conclusion of SBrnnual General Meeting; . till the conclusion of
the AGM to be held for the Financial year 20ffibject to approval of shareholder*! a
remuneration to be fixed by the Board of Directors of the Company, in addition to the
re-imbursement of applicable taxes and actual out of pocket and travelling expens es
incurred in connection with thudait and billed progressively.

> SECRETARIAL AUDIT:

Ms Tanisha SrivastavcCompany Secretariesin Practice was appointed as Secretarial
Auditor of the Corpany for the financial year 20-23 pursuant to thprovisions of
Section 204 of the Companies Act, 20B. The Secretarial Auditeport submitted by them
in prescribed form MR.

> INTERNAL AUDITORS:

The Company has appointedM/sSunil K Kama & Co, CharterecAccountants ainternal
auditor of the Company for carryingout internakudit of the Company for the financial
year 2022 -23.

22. OBSERVATION OF AUDITORS:

There are no qualifications, reservations or adverse remarks made by the AEhit ojth.-
er observtions of the auditors are seXplanatory and do not call forurthennformation .

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and pfratimtloss,
unauthorized use or disposition of its assets. All the transactiopEopmEly authorised,
recorded and reported to thManagement. The Company following all the applicable
Accounting Standards foproperly maintaining the books of accounts and reporting finanÂ¬
cial statements. The internal management; hofcompany checks and verifiesthe internal
control and monitors them in accordance with policy adopted by the company. The
Company continues to ensure proper and adequate systems and procedrammensurate
with its size and natureof its business .

24. SHARES:a. BUY BACK OF SECURITIES:

The Company has not bought backiy of its securities during the year u ndvrew.

b. SWEAT EQUITY:

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

c. BONUS SHARES:

The Company has not issuedany Bonus Sharesluringthe year under review.

d. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to theemployees.

e. Fresh issue of shares:

The Company issued 22,80,000 equity shares through Public Offer in the FinanYiedr
2022 -23 at an offer price of -per Equity Share (including a share premium of per
Equity Share) .

22. CORPORATE GOVERNANCE REPORT:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) gRations, 205 are not applicable to SME
listed Company as notified by Securities and Exchange Boardndfa vide notification
NoSEBI/LAINRO/GN^b-k/GB dated 2nd September, 205, hence the same has not
been annexed to the Boardâs Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

The ManagementDiscussionand Analysis Report is appended to this Report .

24. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions Sofction 197 of the Companies Act, 20)3 readwith Rule
5 of the Companies (Appointment anR emuneration of Manager iflersonnel)Rules,

20)1:

a) The percentageincreasein the remuneration^ each director- Nil.

b) The percentage increase in the median remuneration of employees financial
year - Ni

c) The number of permanent employees on the rolls of the Company 3)1 QohiEQ
20

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 managemaherate

ion - Nil increase in salaries of Employees and increase in Managerial Remun erati
of Directors during F .Y. 20223 as above described in point 24(b) .

e) Affirmatiorthat th remunerations as perthe remunerationpolicy of thecompany.

The Companyâs remuneration policy is driven by the success and performanceof the
individual employees and the Company. Through the compensation package, the
company endeavors to attractptain, develop andmotivate high performance staff.

The Company follows a compensation mix fixed pay, benefits and performance
based variable pay The Company affirms that the remuneration is as per
remuneration policy of the Company.

f) Details pertaining to remuneration as required uifiection 97 (2) of the
Companies Act, 20)3 read with Rule 5 of the Companies (Appointment an d
Remunerationof ManagerialPersonnel)Rules, 201 with referenc eto remuneration
of employees in excess of the limits prescribe (None of the employees were in
receipt of remuneration above 8 lakh 50 thousand per month or Rs. One crore Two
lakhs per annum and above.

25. COST AUDIT:

Pursuant tcSection 48 of the Companies Act, 203 read with the Companie s(Cost
Records and Audit )Amendment Rules, 20)1 dated 3/2/201, the activity of our
Company falls under Nanegulated sectors and hence, cost audit is applicable to the
Company for the Financial Year2022 -23 .

26. HUMAN RESOURCES:

The company continuously works on the development of the employees at various levels.
The management makes sure that the employee morale and dedication remains high and
that they contribute their fullest and best to the organization. The recreati aikiv
seminars/vacations are planned for the employees at regular intervals. As on 3103/2023,
the Company has20 employees. Industrial relations are cordial and satisfactory.

27. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013INTERNAL COMPLAINT COMMITTEE

The Company has in place a Prevention of Sexual Harassment Policy in line wit h thi
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibitio
and Redressal) Act, 20B. An Internal Committee has been set up to redress complaint s
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

Further, your Directors state tirnaind the year under review, company has complied with
the provisions relating to constitution of Internal Complaint Committee under the Sexu
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20B
and there were no cases of xsueal harassment reported to the Company pursuant to the
sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act
20B.

28. DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING
CONCERN STATUS/ COMPANYâS OPERATIONS IN FUTURE

No significant, material orders have been passed by the regulators or coitrtbunrils
impacting the going concern statusof the Company or Companyâs operations in future .

29. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct Prevention of Insider Tradipgrsuant to
new SEBI (Prohibition & Insider Trading) Regulation 205 in placeSdEBI (Prohibition
& Insider Trading) Regulation 992 with a view to regulate trading in securities by th e
Directors and designated employees ofie Company. The Code requirespre-clearance for
dealing in the Companyâs shares and prohibits the purchase or sale of Company sharesby
the Director sand the designated employees while in possession of unpublished price
sensitiveinformation in return to the Company and during the period when the âTrading
Windowâ is closed. The Board is responsible for implementation of the Code. All Directors
and the designated employees have confirmedcompliance with theCode.

30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (Is&ui) by
the Institute of Company Secretaries of India and approved bCekralGovernment
under Section 1B(D) of the Companies Act, 20B.

31. DETAILS OF APPLICATION UNDER THE IBC, 2016 DURING THE YEAR
ALONG WITH THEIR STATUS:

During the year under review, there were no applications made or proce epingsng in
the name of the Company under the Insolvency and Bankruptaide , 2015.

32. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS:

During the year under review, there has been no one timemehtl of loans taken from
Banks and F inancial Institutions.

33. CAUTIONARY STATEMENT:

Statement sin these reportsdescribing companyâs projection statements expectations and
hopes are forward looking statements. Though, these are bon edsasonable assumption,
the actual resultsmay differ .

34. CAUTIONARY STATEMENT: ACKNOWLEDGEMENTS:

Your Director splace on record their sincere thanks to bankers, business associates, emÂ¬
ployees, consultants, and various Government Authorities for their contsmnppdrt
extended to your Companies activities during the year under review. Diouictorsalso
acknowledges gr atefullythe shar eholder sfor their support andconfidence r eposed on your
Company.

Sd/Place: New Delhi ChairmanDate: 03rd August, 2023 Shantanu Srivastava00022662

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