Ishan Dyes & chemicals Ltd Directors Report

To, The Members of Ishan Dyes and Chemicals Limited

Your directors have pleasure in presenting the 32 nd Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31 st March 2025.

1. FINANCIAL RESULTS:

The Companys financial performance for the financial year ended March 31, 2025, along with that of the previous financial year ended March 31, 2024, is summarized below:

( Amount in INR Lakhs)

	Current Year	Previous Year
	(2024-25)	(2023-24)
Sales (Net)	10146.96	7666.89
Other Income	299.89	291.82
Total Revenue	10446.85	7958.71
Earnings before Finance Cost, Depreciation, Exceptional /Extraordinary
	971.37	615.25
Items, Tax & Amortizations (EBITDA)
Finance Cost (Net)	512.89	278.48
Depreciation	246.60	281.61
Profit before Exceptional / Extraordinary items & tax	211.88	59.19
Exceptional / Extraordinary expenses	--	-10.67
Profit before Tax	211.88	48.52
Tax Adjustments (Net)	103.38	36.79
Profit after Tax	108.5	11.73

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Companys website www.ishandyes.com .

2. STATE OF COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:

During the year under review, the Total Revenue from Operations raise by 32.34% to INR 10146.96 Lakhs from INR 7666.89 Lakhs in the Financial Year 2024-25 and EBITDA increased by 57.88 % to INR 971.37 Lakh from INR 615.25 Lakh in the Financial Year 2024-25.

The Profit before tax was increased by 336.68% y-o-y to INR 211.88 Lakh. Net Profit after tax increased by 824.97 % y-o-y to INR 108.5 Lakh.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company is engaged in the Business of Manufacturing, Trading, Export, Import and other deals in Chemicals used in Dyes and Pigments. During the Financial Year 2024-25, the Company has not changed its nature of business.

4. DIVIDEND:

With a view to conserve the financial resources, your directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

Further the details of Unclaimed and Unpaid Dividend Amount of the Company have been disclosed in the Notes to the Notice of 32 nd Annual General Meeting of the Company.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of INR 8290.04 Lakhs of Reserves and Surplus as on 31 March 2025.

The bifurcation of Reserves and Surplus and its movement are provided in Note No: 14 of the Audited Standalone Financial Statements which forms Part of the Annual Report 2024-25.

6. EXPORTS:

During the year under review, the exports of your Company recorded a gross turnover of INR 4130.21 Lakhs.

7. SHARE CAPITAL:

As on 31 st March 2025 as well as on date of this Report, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Total	2,50,00,000	25,00,00,000
Issued, Subscribed and Paid up Share Capital
Equity Shares of Rs. 10/- each	2,09,68,147	20,96,81,470
Total	2,09,68,147	20,96,81,470

Changes in share capital during the period under review and up to the date of signing of this report:

Increase in Authorized Share Capital of the Company:

During the Year under review, there was no change in the Authorized Share Capital of the Company.

Further, during the current Financial Year, the Board of Directors at their meeting held on 16th July 2025 have approved the Increase in Authorized Share Capital of the Company from Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to Rs. 35,00,00,000/- (Rupees Thirty-Five Crores only) divided into 3,50,00,000 (Three Crore Fifty Lacs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each of the Company.

The Increase in Authorized Share Capital is subjected to the Shareholders of the Company and will be placed before the Shareholders for their approval at the 01/2025-26 Extra Ordinary General Meeting to be held on 14th August 2025.

Increase in Paid Up Share Capital of the Company:

During the Year under review as well as till the date of this Report, there was no change in the Paid-up Share Capital of the Company.

Preferential Issue:

The Board of Directors at their meeting held on 16th July 2025 have approved the following Issue of Securities:

(a) Raising Funds of up to Rs. 28,88,46,936/- (Rupees Twenty Eight Crores Eighty Eight Lakhs Forty Six Thousand Nine Hundred and Thirty Six only) by way of issue of Convertible Equity Warrants ("Warrants"), on a preferential and private placement basis, up to 45,84,872 (Forty Five Lakh Eighty Four Thousand Eight Hundred and Seventy Two) at a price of INR 63.00/- (Rupees Sixty Three only) per Warrant including Premium of INR 53.00/- (Rupees Fifty Three only) each. (b) Raising Funds of up to INR 34,11,53,064/- (Rupees Thirty Four Crores Eleven Lakh Fifty Three Thousand and Sixty Four only) by way of issue of Fully Paid Up Equity Shares ("Shares"), on a preferential and private placement basis, up to 54,15,128 (Fifty Four Lakh Fifteen Thousand One Hundred and Twenty Eight) at a price of INR 63.00/- (Rupees Sixty Three only) per Equity Share including Premium of INR 53.00/- (Rupees Fifty Three only) each.

The Preferential Issue is subjected to the Shareholders of the Company and will be placed before the Shareholders for their approval at the 01/2025-26 Extra Ordinary General Meeting to be held on 14th August 2025.

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Listing and Trading of Equity Shares of the Company on National Stock Exchange of India Limited (NSE).

During the Year under review, the Company has received a letter Ref: NSE/LIST/189 dated 20th March 2025, from NSE for Listing and Trading of its 2,09,68,147 Equity Shares of face value of Rs. 10/- (Rupees Ten only) each, fully paid up comprising the entire issued, subscribed and fully paid-up Equity Share Capital of the Company. The Equity Shares of the Company was listed and admitted to dealings on NSE with effect from March 24, 2025.

Depository System:

As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on 31 st March 2025, 93.48% of the Companys total paid up Equity Capital representing 1,96,03,962 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1 st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

8. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Chemicals", in accordance with the definition of "Segment" as per the IND AS. The performance of the Company is discussed separately in this Report.

9. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

Your Company doesnt have any Subsidiaries, Joint Ventures and Associates.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

11. PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 42 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL

YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position occurred between the end of the financial year of the Company and date of this Report.

13. CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO/MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which forms part of this Annual Report.

14. INDUSTRIAL RELATIONS:

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate the committed contribution made by employees of the Company at all levels to achieve present growth of the Company.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR

MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy based on recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company www.ishandyes.com .

16. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age,

nd ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.ishandyes.com .

17. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in " Annexure [A]" that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31 st March 2025.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, The Board of Directors of the Company comprises of following Eight (8) Directors:

S. No Name of the Director	Director Identification Number (DIN)	Date of Appointment	Designation
1 Piyushbhai Natvarlal Patel	00450807	01/06/2013	Managing Director (Promoter)
			Non-Executive and Non-Independent
2 Anilaben Piyushbhai Patel	00450893	05/03/1999
			Director (Promoter)
3 Shrinal P Patel	02992519	28/01/2010	Whole-Time Director (Promoter)
4 Mirali Hemantbhai Patel	08021784	25/03/2019	Executive Director (Promoter)
5 Ronak Yatinkumar Desai	02808811	30/04/2005	Independent Director
6 Nirmal Tiwari	10759022	30/08/2024	Independent Director
7 Darshan Bipinchandra Shah	07030608	30/08/2024	Independent Director
8 Apexa Ajaykumar Panchal	10239502	30/08/2024	Independent Director

Appointments:

During the year 2024-25, the following Directors were appointed on the Board of Directors of the Company:

Sr. No Name	DIN	Date of Appointment	Designation
1. Darshan Bipinchandra Shah	07030608	30 th August 2024	Additional Director (Independent Director)
2. Apexa Ajaykumar Panchal	10239502	30 th August 2024	Additional Director (Independent Director)
3. Nirmal Tiwari	10759022	30 th August 2024	Additional Director (Independent Director)

All the above-mentioned Directors were regularized as Director (Independent and Non-Executive) at the 31 st Annual General Meeting of the Company held on 30 th September 2024.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Shri Piyushbhai Natvarlal Patel (DIN: 00450807), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Shri Piyushbhai Natvarlal Patel (DIN: 00450807), Director with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.

Your directors recommend his re-appointment as the Director of your Company.

Retirement of Independent Directors:

During the year 2024-25, the following Independent Directors of the Company ceased to be Directors with effect from 23 rd September 2024 on account of completion of their second consecutive term as an Independent Director.

1) Mr. Roopin Amrit Patel (DIN: 03302732). 2) Mr. Yatinbhai Gordhanbhai Patel (DIN: 03616381).

3) Mr. Mayankkumar Hasmukhbhai Patel (DIN: 02838526).

Re-appointments:

During the year 2024-25, none of the Directors terms were due for re-appointment.

Resignations along with facts of resignation:

During the financial year 2024-25, no Director has resigned from the Directorship of the Company.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Shri Piyush N. Patel, Chairman and Managing Director, Shri Shrinal P. Patel, Whole-Time Director, Shri Chintan Prakash Pancholi, Chief Financial Officer and Mrs. Anisha Jain, Company Secretary and Compliance officer, are the Key Managerial Personnel of your Company.

Annual Evaluation of Boards Performance:

In terms of the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on the parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. The evaluation process has been explained in the corporate governance report section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. The Board skill/expertise/ competencies matrix of all the Directors, including the Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report. All the Independent Directors of the

Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.ishandyes.com .

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The code is also available on the website of the Company www.ishandyes.com .

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and National Stock Exchange of India Limited as well as the same has also been uploaded on the website of the Company.

20. COMMITTEES OF THE BOARD:

As on 31 st March 2025, the Board has following committees:

a. Audit Committee. b. Nomination and Remuneration Committee. c. Stakeholders Relationship Committee. d. Corporate Social Responsibility Committee.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

21. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES MEETINGS:

The details of the number of Board and Committee Meetings of your Company along with the composition and attendance of the Directors and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The time gap between the two meetings was in accordance with the requirements. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors Meeting in the financial year 2024-25. All the information required to be furnished to the Board was made available along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) read with Section 134(3)I of the Companies Act, 2013 (Act) with respect to

Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31 st March 2025, the applicable accounting standards have been followed and there are no material departures from the same. (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 st March 2025 and of the profit and loss statement of the Company for the financial year ended 31 st March 2025. (c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) the annual accounts have been prepared on a going concern basis. (e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (the Act) in form MGT-7 is made available on the website of the Company and can be accessed at www.ishandyes.com .

24. RELATED PARTY TRANSACTIONS:

During the financial year 2024-25, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arms length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for FY 2024-25 and estimated transactions for FY 2025-26.

There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Companys website at www.ishandyes.com . Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

25. LOANS AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

26. RISK MANAGEMENT:

The Company manages and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The policy is also available on the website of the Company www.ishandyes.com .

28. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the requirement of the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. Shri Nirmal Tiwari is the Chairman of the Committee and two other members namely Shri Piyush N. Patel and Smt. Anilaben P. Patel are the members of said Committee.

The Committee has framed the Corporate Social Responsibility Policy for the Company. The philosophy for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.

The Company has adopted a CSR policy which is available on https://www.ishandyes.com/images/Companies%20Polices%20and%20Codes/CSR%20Policy%20Ishan%20Dyes.pdf

Further, during the immediately preceding financial year i.e. FY ended 31 st March 2024, the Company does not fall under the criteria mentioned under Section 135 (1) of the Companies Act, 2013 on the following grounds:

Net Worth of the Company as on 31 st March 2024	INR 1,02,81,08,514/-
Turnover of the Company as on 31 st March, 2024	INR 76,66,89,479/-
Net Profit (as computed under Section 198 of the Companies Act, 2013) as on 31 st March, 2024	INR 48,51,945/-

29. AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

At the 29 th Annual General Meeting held on 26 th September 2022, M/s A. R. Sulakhe and Company, Chartered Accountants (FRN 110540W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 34 th Annual General Meeting to be held in the calendar year 2027.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 I dated 7 th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s A.R Sulakhe & Co. Chartered Accountants (FRN

110540W), Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 32 nd AGM of the Company.

The Auditors Report for Financial Year ended 31 st March 2025 forms part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries (M No. 10329 and COP No. 12987), to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure [B]" to this Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025-26 to F.Y. 2029-30 at their meeting held on 12 th August 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 32 nd AGM.

Internal Auditor:

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s K. D. Dave & Co, Chartered Accountants, as Internal Auditors of the Company, to undertake the Internal Audit of the Company for FY 2024-25.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

The Internal Audit Reports for financial year ended 31 March 2025 do not contain any qualification, reservation or adverse remarks.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s K. D. Dave & Co, Chartered Accountants as the Internal Auditor of the Company for the financial year ending 31st March 2026. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

30. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do not call for any separate or further comments or explanations.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-2025 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated February 08, 2019, has been taken from Mr. Kunal Sharma, Secretarial Auditor of the Company.

32. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are reported to Central Government during the year under review.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31 st March 2025 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as "Annexure [C]" to this Report.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013:

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

?‚? The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

?‚? Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

36. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

37. GENDER WISE COMPOSITION OF EMPLOYEES:

In alignment with the Principals of Diversity, Equity, and Inclusion, Your Company discloses below the gender composition of its workforce as on the 31 st March 2025.

Male	86
Female	03
Transgender	0
Total	89

This Disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all Individuals regardless of Gender.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

39. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

In Accordance with the Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has credited INR 14,83,006/- Unpaid/Unclaimed Dividend to Investor Education and Protection Fund on 2 nd May 2025 which was declared by the Company on 23 rd February 2018.

40. DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

41. OTHER DISCLOSURES:

?‚? During the financial year 2024-25, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. ?‚? During the financial year 2024-25, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. ?‚? During the financial year 2024-25, your Company has not entered any One-Time Settlement with banks or financial institutions. ?‚? The Company has not issued any debentures during the financial year 2024-25. ?‚? During the financial year 2024-25, your Company did not raise funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

42. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely www.ishandyes.com containing basic information about the Company. The website of the Company also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

43. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information available with the Company. The Company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Companys current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

44. APPRECIATION:

The Directors hereby wish to place on record their appreciation for the support extended by its banker, suppliers, employees and all other stakeholders, without whose support the overall satisfactory performance would not have been possible during the pandemic. By order of the Board of Directors For Ishan Dyes & Chemicals Limited SD/- 12 th August 2025 Piyush N. Patel Ahmedabad Chairman & Managing Director DIN 00450807

" Annexure - [A] to the Directors Report"

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION

(i) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any in the financial year;

Amount in Rupees

S. No	Name of the Director/KMP	Designation	Remuneration	Median remuneration	Ratio of the remuneration	% increase in remuneration

		(Includes basic Salary, Commission and Leave encashment)	of the employees	of each director to the median remuneration of the employees	during FY 2024-25*
	Chairman and
1. Piyushbhai	Managing	65,59,904	3,19,988	20.5:1	NIL
Natvarlal Patel
	Director
	Whole-Time
2. Shrinal Piyushbhai		19,49,308	3,19,988	6.09:1	1.21%
Patel	Director
	Non-
	Executive and
3. Anilaben	Non-	NIL	N.A.	N.A.	NIL
Piyushbhai Patel
	Independent
	Director
	Executive
4. Mirali Hemantbhai		5,09,862	3,19,988	1.59:1	0.58
Patel	Director
	Independent
5. Ronak Yatinkumar		NIL	N.A.	N.A.	NIL
Desai	Director
Mayankkumar
Hasmukhbhai Patel	Independent
6.		NIL	N.A.	N.A.	NIL
(upto 23 rd	Director
September, 2024)
Roopin Amrit Patel
	Independent
7. (upto 23 rd		NIL	N.A.	N.A.	NIL
	Director
September, 2024)
Yatinbhai
Gordhanbhai Patel	Independent
8.		NIL	N.A.	N.A.	NIL
(upto 23 rd	Director
September, 2024)
Nirmal Tiwari
	Independent
9. (from 30 th August,		NIL	N.A.	N.A.	NIL
	Director
2024)
Apexa Ajaykumar
Panchal	Independent
10.		NIL	N.A.	N.A.	NIL
(from 30 th August,	Director
2024)
Darshan
Bipinchandra Shah	Independent
11.		NIL	N.A.	N.A.	NIL
(from 30 th August,	Director
2024)
Chintan	Chief
12. Prakashbhai	Financial	9,57,879	3,19,988	2.99:1	NIL
Pancholi	Officer
	Company
13. Anisha Jain		2,79,489	3,19,988	0.87:1	9.34%
	Secretary

Notes:

?€? No remuneration, including sitting fees was paid to the Non-Executive Directors and Independent Directors during the financial year 2023-24 and 2024-25, therefore, % increase in remuneration is not applicable and Ratio of the remuneration of each director to the median remuneration of the employees.

(ii) The percentage increase in the median remuneration of the employees in the financial year:

Permanent employees on the rolls of the Company as on March 31, 2025	104
The median remuneration of employees of the Company during the financial year	3,19,988
% increase in the median remuneration of employees in the financial year	10.35%

(iii) The relationship between average increase in remuneration and Company performance:

The increase in remuneration is determined based on the performance of the employees of the Company.

(iv) Variation in the market capitalization, price earnings ratio of the Company with the last public offer:

Particulars	March 31, 2025	March 31, 2024	Variation (%)
Market Capitalization	82.94 Crore	95.51 Crore	-13.16%
Price earnings ratio	76.07	759.17	-89.98%

(v) Average percentage increase already made in the salaries of employees other than the key managerial personnel in Financial Year 2024-25 and its comparison with the percentage increase in the managerial remuneration:

The increase in remuneration is determined based on the performance of the employees of the Company.

(vi) The key parameters for any variable component of remuneration availed by the Directors:

Commission based on Net Profits has been paid to the Managing Director and Whole-Time Director.

(vii) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

The parameters of this point are not applicable to the Company.

(viii) Affirmation that the remuneration is as per the remuneration policy of the Company:

The remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees as recommended by the Nominations Committee and approved by the Board from time to time.

	By order of the Board of Directors
	For Ishan Dyes & Chemicals Limited
	SD/-
12 th August 2025	Piyush N. Patel
Ahmedabad	Chairman & Managing Director
	DIN 00450807
\u201c Annexure - [B] to the Directors Report\u201d