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Ishaan Infrastructure & Shelters Ltd Directors Report

8.46
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Oct 3, 2025|12:00:00 AM

Ishaan Infrastructure & Shelters Ltd Share Price directors Report

Dear Shareholders,

Your Directors have pleasure in presenting 3 th 0 (Thirtieth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2025.

FINANCIAL RESULTS:

( Rs. in Lakhs.)

PARTICULARS

Year Ended on 31st March, 2025 Year Ended on 31st March, 2024

Revenue from Operations

19.50 0 .00

Other Income

16.67 1 9.

Total Revenue

36.17 1 9.

Profit Before Finance Cost, Tax, Depreciation & Amortization

2.03 (8.63)

Finance Cost

0

Depreciation

0

Profit Before Tax

1

Payment & Provision of Current Tax

5 .24

Deferred Tax Expenses/(Income)

2.30 (3.06)

Profit After Tax

(5.84) (8.72)

i) Business Outlook & Financial Performance

Comments on Business Outlook & Financial Performance forms part of Analysis and are also included in Management Discussion and Analysis section.

ii) Financial Statements:

In accordance with Section 129(3) of the Companies Act, 2013, and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared its standalone financial statements for the financial year 2024-25.

As the Company does not have any subsidiaries, associates, or joint ventures, the preparation of consolidated financial statements is not a pplicable. Therefore, no consolidated financial statements have been included in the Annual Report for the year 2024-25.

The standalone financial statements a re a vailable on the Companys website at www.ishaaninfra.in.

iii) Change in Nature of Business, if any:

There has been no change in the nature of Business of the Company.

SHARE CAPITAL

Authorised Share Capital

During the year under review, there has been no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company as on 31st March, 2025, is as follows:

(Rs. In Lakhs.)

75,00,000 Equity Shares of Rs. 10/- each

750.00

Total Authorised Capital

750.00

Paid-up Share Capital

During the year under review, there has been no change in the Paid-up Share Capital of the Company. The Paid-up Share Capital of the Company as on 31st March, 2025, is as follows:

(Rs. In Lakhs.)

6,47,460 Equity Shares of Rs. 10/- each

64.746

Total Paid-up Share Capital

64.746

Statement of Deviation(s) and Variation(s):

During the year under review, the Company has not raised any funds through public issues, rights issues, preferential issues, Qualified Institutions Placements (QIPs), or non-convertible debt securities (NCDs) or non-convertible redeemable preference shares (NCRPs). Therefore, the provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to the submission of a Statement of Deviation or Variation in the use of proceeds, are not applicable to the Company.

DIVIDEND:

Interim Dividend:

The Board of Directors has not declared any interim dividend for the financial year ended 31st March 2025.

Final Dividend:

The Board of Directors has not declared any Final dividend for the financial year ended 31st March 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Other than as stated elsewhere in the Annual Report 2024-25, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the Financial Year to which this Financial Statement relates on the date of the Annual Report 2024-25.

AMOUNT TO BE TRANSFERRED TO RESERVES:

During the Financial Year, no amount was proposed to be transferred to the Reserves Account.

DEPOSITS:

During the Financial Year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital and/or expansion / new projects plans, your Company has availed Financial Facilities from Banks / Consortium of Banks, the details of which forms part of Notes to Financial Statement.

CREDIT RATING:

The provisions relating to Credit Rating does not apply to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

During the year under review, the Company does not have any material subsidiary or associate as stipulated under the Companies Act, 2013. As required under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has approved a policy for determining material subsidiaries. However, since the Company does not have any material subsidiaries or associates, the policy is not applicable.

The details of the policy are available on the Companys website at https://ishaaninfra.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Appointment and Resignation of Directors:

During the year under review, there were new appointments and cessations of directors on the Board of the Company.

Mr. Rajesh Sharma (08407774) was appointed as Non-Executive Director of the Company on 30th May, 2024.

Mrs. Pratima Srivastava was appointed as a Woman Independent Director of the Company on 01st July, 2024.

Mrs. Hetal Narendra Chavda (DIN: 07160586) and Mr. Maheshkumar Bhogilal Somani has Resigned from the Composition of the board of the Company as an Independent Director on 01st July, 2024.

Ms. Zeel Sanjay Soni has resigned from the post of Director of the at the meeting held on 14th August, 2024.

Mr. Ashish Kumar and Mr. Ashok Kumar Chaudhary were appointed as an Additional Directors of the Company under the category of Executive director on 19th December, 2024.

Ms. Mamta Sharma was appointed as an Additional Director of the Company under the category of Woman Independent Director on 19th December, 2024.

ii. Completion of tenure

Similarly, no directors completed their tenure or ceased to hold office during the year under review. The Boards composition remained consistent throughout the period.

iii. Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Pratik Ashok Kumar Patwari (DIN: 11060670), retires by rotation at the ensuing Annual General Meeting and being eligible have offered himselves for reappointment.

The details of the Directors appointed/ to be re-appointed as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

iv. Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

v. Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Pratik Ashok Kumar Patwari - Chairman and MD

2. Mr. Ashok Kumar Chaudhary - Chief Finance Officer

There has been change in the Key Managerial Personnel of the Company during the Financial Year ended on 31st March, 2025.

Mrs. Sonalben Amulbhai Rabari was appointed as CFO of the Board and Company and Mr. Negam Seth has Resigned from the composition of board of the Company as CFO at meeting held on 30th May, 2024.

Ms. Jyoti Agarwal has resigned from the post of Company Secretary of the Company at meeting held on 30.11.2024.

Mrs. Sonalben Amulbhai Rabari has resigned from the post of CFO of the Company and Mr. ashok kumar chaudhary was appointed as CFO of the Company at meeting held on 19th December, 2024.

Ms. Niharika Pandey was appointed as Company Secretary of the Company at a meeting held on 27th January, 2025.

Ms. Niharika Pandey has resigned from the post of Company Secretary of the Company at a meeting held on 08th March, 2025.

In the opinion of the Board, all the Directors and Key Managerial Personnel, as well as the Directors proposed to be appointed / re-appointed possess the requisite qualifications, experience, expertise and hold high standards of integrity and relevant proficiency.

MEETINGS OF THE BOARD:

During the year, Ten (10) Board meetings were convened and held on 16.04.2024, 30.05.2024, 01.07.2024, 14.08.2024, 07.09.2024, 13.11.2024, 30.11.2024, 19.12.2024, 04.02.2025 & 08.03.2025 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the Year ended on 31st March, 2025, 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 31st March, 2025 and of the Profit of the Company for the period ended on 31st March, 2025.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Annual Accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (‘IFC) 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are posted on the Website of the Company at https://ishaaninfra.in.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 (‘Act) and Regulation 17 of SEBI Listing Regulations, the Board has carried out the Annual Performance Evaluation of its own performance and that of its Statutory Committees viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the Individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various a spects of the Boards functioning such a s a dequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e. Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Companys performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

COMMITTEES:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has Three (3) Committees viz., Audit Committee, Nomination & Remuneration Committee, and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.

During the year under review 4 (Four) meetings were held viz 30.05.2024, 14.08.2024, 13.11.2024 and 04.02.2025. The Composition and attendance of the Committee s as under:

Name of Member

Designation Period of Tenure No. of Meetings attended

Ms. Hetal Narendra Chavda

Chairperson Up to 01.07.2024 (Resigned w.e.f. 01.07.2024) 01

Mr. Maheshkumar Bhogilal Somani

Member Up to 01.07.2024 (Resigned w.e.f. 01.07.2024) 01

Ms. Zeel Sanjay Soni

Member Up to 14.08.2024 (Resigned w.e.f. 14.08.2024) 02

Ms.Pratima Prem Mohan Srivastava

Chairperson Appointed w.e.f.01.07.2024 and Resigned w.e.f.23.04.2025 03

Ms. Mamta Sharma

Member Appointed w.e.f.19.12.2024 and Resigned w.e.f.17.04.2025 01

Mr. Ashish Kumar

Member Appointed w.e.f.19.12.2024 and Resigned w.e.f.17.04.2025 01

Reconstitution of the Committee:

Subsequent to the resignation of the existing members, the Board of Directors at its meeting held on 07.07.2025 reconstituted Audit Committee as under:

Sr. No.

Name of Member

Chairman/Member

1

Ms. Priyanka Gola (Appointed w.e.f.08.04.2025)

Chairman

2

Mr. Nayanbhai Patel (Appointed w.e.f.23.04.2025)

Member

3

Mr. Arvind Kumar Bhandari (Appointed w.e.f.08.04.2025)

Member

The newly constituted Committee shall function in accordance with the terms of reference specified under the Companies Act, 2013 and such other responsibilities as may be delegated by the Board from time to time.

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

Overseeing the Companys financial report process a nd the disclosure of its financial information. To recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity. To approve the payment to statutory auditors for any other services rendered by the statutory auditors. To review, with the management, the financial Statements and Auditors Report thereon before submitting to the board for approval. To review quarterly, half yearly and Annual Financial results before submission to the Board. To review, with Management, the statement of uses/application of funds raised through issue, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, a nd making appropriate recommendations to the board to take up steps in this matter. To review and monitor the auditors independence and performance, and effectiveness of audit process. To approve any subsequent modification of transactions of the listed entity with related parties. Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the listed entity, wherever it is necessary. Evaluation of internal financial controls and risk management systems. To review the adequacy of internal control systems with the management, external & internal auditors. To review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) (in case of non-payment of declared dividends) and creditors. To review the functioning of the whistle blower mechanism. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate. Discussion with external auditors about the nature and scope of audit including their observation. To investigate into any matter referred to by the Board.

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 2 (Two) meetings were held viz 30.05.2024 and 04.02.2025. The Composition and attendance of the Committee s as under:

Name of Member

Designation Period of Tenure No. of Meetings attended

Ms. Hetal Narendra Chavda

Chairperson Up to 01.07.2024 (Resigned w.e.f. 01.07.2024) 01

Mr. Maheshkumar Bhogilal Somani

Member Up to 01.07.2024 (Resigned w.e.f. 01.07.2024) 01

Ms. Zeel Sanjay Soni

Member Up to 14.08.2024 (Resigned w.e.f. 14.08.2024) 01

Ms.Pratima Prem Mohan Srivastava

Chairperson Appointed w.e.f.01.07.2024 and Resigned w.e.f.23.04.2025 02

Ms. Mamta Sharma

Member Appointed w.e.f.19.12.2024 and Resigned w.e.f.17.04.2025 01

Mr. Ashish Kumar

Member Appointed w.e.f.19.12.2024 and Resigned w.e.f.17.04.2025 01

Reconstitution of the Committee:

Subsequent to the resignation of the existing members, the Board of Directors at its meeting held on 07.07.2025 reconstituted Stakeholders Relationship Committee as under:

Sr. No.

Name of Member

Chairman/Member

1

Ms. Priyanka Gola (Appointed w.e.f.08.04.2025)

Chairman

2

Mr. Nayanbhai Patel (Appointed w.e.f.23.04.2025)

Member

3

Mr. Arvind Kumar Bhandari (Appointed w.e.f.08.04.2025)

Member

The newly constituted Committee shall function in accordance with the terms of reference specified under the Companies Act, 2013 and such other responsibilities as may be delegated by the Board from time to time.

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under: Redressal of shareholders/investors complaints;

Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent; Issue of duplicate certificates and new certificates on split/ consolidation/renewal; Non-receipt of declared dividends, balance sheets of the Company; and Carrying out any other function as prescribed under the Listing Compliances.

31

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013. During the year under review 4 (Four) meetings were held viz 30.05.2024, 01.07.2024, 14.08.2024, and 19.12.2024. The Composition and attendance of the Committee s as under:

Name of Member

Designation Period of Tenure No. of Meetings attended

Ms. Hetal Narendra Chavda

Chairperson Up to 01.07.2024 (Resigned w.e.f. 01.07.2024) 02

Mr. Maheshkumar Bhogilal Somani

Member Up to 01.07.2024 (Resigned w.e.f. 01.07.2024) 02

Ms. Zeel Sanjay Soni

Member Up to 14.08.2024 (Resigned w.e.f. 14.08.2024) 03

Ms.Pratima Prem Mohan Srivastava

Chairperson Appointed w.e.f.01.07.2024 and Resigned w.e.f.23.04.2025 02

Ms. Mamta Sharma

Member Appointed w.e.f.19.12.2024 and Resigned w.e.f.17.04.2025 01

Mr. Ashish Kumar

Member Appointed w.e.f.19.12.2024 and Resigned w.e.f.17.04.2025 01

Reconstitution of the Committee:

Subsequent to the resignation of the existing members, the Board of Directors at its meeting held on 07.07.2025 reconstituted Nomination and Remuneration Committee as under:

Sr. No.

Name of Member

Chairman/Member

1

Ms. Priyanka Gola (Appointed w.e.f.08.04.2025)

Chairman

2

Mr. Nayanbhai Patel (Appointed w.e.f.23.04.2025)

Member

3

Mr. Arvind Kumar Bhandari (Appointed w.e.f.08.04.2025)

Member

The newly constituted Committee shall function in accordance with the terms of reference specified under the Companies Act, 2013 and such other responsibilities as may be delegated by the Board from time to time.

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under: To recommend to the Board, the remuneration packages of the Companys Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys Managing/Joint Managing/Whole time /Executive Directors, including pension rights and a ny compensation payment;

Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

Risk Management Committee:

The Company Shall not requires to constitute Risk Management Committee. The Company is not covered under the top 1000 listed entities, determined by market capitalization at the end of the preceding financial year.

Corporate Social Responsibility Committee:

The Company Shall not requires to constitute Corporate Social Responsibility Committee. The Company is not covered under criteria specified under Section 135 of the Companies Act, 2013, during the Financial Year 2024-2025 and at the end of the preceding financial year.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

M/s. Prakash Tekwani and Associates, Chartered Accountants (ICAI Firm Registration No. 120253W/W100721) were re-appointed as Statutory Auditors for the Second Term to hold office till the conclusion of 34th AGM to be held in 2029, subject to ratification of their appointment at every Annual General Meeting.

M/s. Prakash Tekwani and Associates have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is attached with the Financial Statements in this Annual Report.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2 014, your Company had engaged the services of M/s Nikhil Suchak & Associates, a proprietor firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended on 31st March, 2025. The Secretarial Audit Report in Form No. MR - 3 for the Financial Year ended on 31st March, 2025 is annexed to this report as ‘Annexure - A.

There is no observation made by the Secretarial Auditor of the Company.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its 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 of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arms length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at https://ishaaninfra.in.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy (“Policy”) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the LODR requirements. The Policy is applicable to all Directors and Employees of the Company. The Policy is to deal with instance of unethical behaviour, actual or suspected fraud or violation of Companys code of conduct, if any. The said Policy is available on the website of the Company at https://ishaaninfra.in.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaint Committee (ICC) as per requirement of the Act which is responsible for redressal of complaints relating to sexual harassment against woman a t workplace. The Sexual Harassment of Women Policy formed is available on the Website of the Company at https://ishaaninfra.in.

During the year, no complaint was lodged with the ICC nor any such instance was reported and the Management was happy to take the same on record.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and Employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as ‘Annexure B. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report 2024-25 is being sent to the Members and others entitled thereto, excluding the information on Employees Remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary of the Company.

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)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ‘Annexure - C.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE:

As the Company qualifies as a small listed entity under Regulation 15 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 having both paid-up capital and turnover below threshold values the mandated corporate governance committee norms (Regulations 17 27, clauses (b) to (i) of sub-Regulation (2) of Regulation 46, and Paragraphs C, D,

35 and E of Schedule V) do not apply. Consequently, corporate governance disclosures in the Directors Report (including committee constitution) are not mandatory this year.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure-D.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31st March, 2025 of the Company is available on Companys Website and can be accessed, at https://ishaaninfra.in.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.

INSURANCE:

The Companys Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability and Public Liability Policy and Commercial General Liability (CGL). It also maintains various other types of insurance, such as Erection All Risk for its major capital expenditures projects, Directors and Officers liability, Transit cover, Charterers liability cover, Marine policy and Employee Benefit Insurance policies. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as a Chemicals manufacturer, Environmental Safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms. It consistently takes various measures to develop and adopt safer process technologies, unit operations and sustainable systems. Your Company has integrated an ESG framework into operations, positioning itself as a responsible chemicals player. By embedding these principles into strategy, the company has enhanced resilience, risk mitigation and sustainable value creation.

INDUSTRIAL RELATIONS:

The relationship with the Workmen and Staff remained cordial and harmonious during the year and the Management received full cooperation from Employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid of listing with BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

By Order of the Board

Ishaan Infrastructures & Shelters Ltd.

Pratik Ashokkumar Patwari

Chairman & Managing Director

DIN:11060670

Date: 08th May, 2025

Place: Ahmedabad

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