ISL Consulting Ltd Directors Report

Dear Members,

Your directors are pleased to present the 33^rd Annual Report along with the Audited Accounts of the Company for the financial year ended on March 31, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

(Rupees inLakhs)

Particulars	Year ended 31-03-2025	Year ended 31-03-2024
Revenue from Operation	2,447.24	2,420.56
Other Income (Interest & Dividend)	9.53	19.83
Total Income	2,456.77	2,440.39
Total expenditure	2,629.70	2053.81
Profit / (loss) before exceptional items & provision for tax	(172.92)	386.58
Less: Exceptional items	0.00	0.00
Profit / (loss) Before Tax	(172.92)	386.58
Less: Tax Expenses	0.18	(76.80)
Net Profit / (loss) after Tax for the year	(173.11)	309.78
Earnings per Share	(0.72)	1.29
Balance carried forward to Balance Sheet	(173.11)	309.78

During the financial year 2024-25, the Company recorded Revenue from Operations of ^2,447.24 lakhs as compared to ^2,420.56 lakhs in the previous financial year 2023-24, reflecting a marginal growth. The other Income for the year stood at ^9.53 lakhs, as against ^19.83 lakhs in the previous year. The Total expenses incurred during the financial year increased to ^2,629.70 lakhs from ^2,053.81 lakhs in the previous year, mainly due to an increase in operational and other associated costs.

As a result, the Company reported a Loss after Tax of ^173.11 lakhs for the financial year 2024-25, as against a Profit after Tax of ^309.78 lakhs in the preceding year.

The Company is taking strategic steps to optimize cost structures and enhance revenue to improve profitability in the coming years.

DIVIDEND:

In order to conserve the financial resources, the Board of Directors of the Company do not recommend any dividend for the said financial year.

AMOUNT TRANSFER TO RESERVES AND SURPLUS:

The Company has transferred Rs. (173.11) lakhs to the Reserves and Surplus account.

CHANGE IN NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of the report. However, the company surrendered its membership of the MCX exchange and acknowledgement & permission was received from the SEBI on 02^nd August, 2021. In pursuance to the said surrender, the Company fall under the registration criteria of NBFC as prescribed in the Reserve Bank of India Act, 1934 and other circulars issued by the Reserve Bank of India. The Company applied for the registration as NBFC under the category of Investment and Credit Company (ICC) vide an application dated 28^th May, 2022 as per the prescribed procedure. However, on 17^th

June, 2022, the said aforementioned application was rejected vide letter dated 15^th June, 2022 served by the Reserve Bank of India, Department of Regulation. The Company has made a fresh application for NBFC Registration under Type - I NBFC-ND on 21^st June, 2023 and on 22^nd February 2024 RBI has granted the said certificate of registration to the Company.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, no significant or material orders have been passed by the Regulators or Courts or Tribunals which can have impact on the going concern status and the Companys operations in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

As per provisions of the Companies Act, 2013, the company has implemented Internal Financial Control system. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of internal audit function, process owners undertake counteractive action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time. Based on the review of this evaluation, there have been no significant transactions / events during the year that have materially affected our internal financial control system. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

PUBLIC DEPOSITS:

During the year ended on March 31, 2025, the Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and amendments made thereto.

LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantee and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013, during the year under review, are provided in the notes to the financial statement.

RELATED PARTY TRANSACTIONS:

Your Board endeavors that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arms length basis only. During the year under review the Company had not entered into any contract/ arrangement/transaction with related parties referred to in Section 188(1) of the Companies Act, 2013. Hence Form AOC- 2 is not applicable to the Company.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a half yearly basis.

Your directors draw attention of the members to the financial statement which sets out related party disclosures. SHARE CAPITAL:

During the financial year under report, the company has neither issued equity shares with differential voting rights, sweat equity shares or under employee stock options scheme nor it has made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

At present, the Company has only one class of shares - equity shares with face value of Rs. 5/- each. As on March 31, 2025, the authorized share capital and paid-up share capital of the company stands at Rs. 12,00,00,000/- (Rupees Twelve Crore) consisting of 2,40,00,000 (Two Crore Forty Lakhs) number of equity shares of Rs. 5/- (Rupees Five) each fully paid-up.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars relating to conservation of energy and technology absorption stipulated under provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable to the company. The company does not have any foreign exchange earnings and expenditure.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate company.

CORPORATE SOCIAL RESPONSIBILITY:

During the financial year under report, your company did not meet the criteria laid down under the provisions of section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions including but not limited upto constitution of corporate social responsibility committee and formulation / implementation of a policy on corporate social responsibility are not applicable to the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(1) Board of Directors

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

As on March 31, 2025 the Board of Directors is comprised of 6 (Six) directors including 1 (One) Managing Director, 1 (One) Executive Director, 2 (Two) Non-Executive Non - Independent Directors and 2 (Two) NonExecutive Independent Directors. The names and categories of directors, and relevant details are given below:

Sr. No. Name of Directors	Category
1. Mr. Ankit Jagat Shah	Managing Director
2. Mrs. Reema Ankit Shah	Executive Director
3. Mr. Hiteshkumar Chhaganlal Kothari	Non-Executive Non - Independent Director
4. Mr. Bhavesh Premji Mamania	Non-Executive Non - Independent Director
5. Mr. Savajibhai Devarambhai Galiya	Non-Executive Independent Director
6. Mr. Vidhyesh G. Dalwadi	Non-Executive Independent Director - Chairman

(2) Appointment & Cessation:

During the year under review Mr. Jayantilal Karasanlal Kothari (DIN; 07875693) Non-Executive NonIndependent Director was ceased to be the director w.e.f. 26^th September 2024, designation of Mr. Bhavesh Premji Mamania (DIN: 02208146) has changed from Non-Executive Independent director to Non-Executive Non-Independent director w.e.f. 25^th September 2024, Mr. Ankit Jagat Shah (DIN: 02695987), Managing Director, was re-appointed for further period of 3 consecutive years w.e.f. 25^th September 2024, Mr. Galiya Savajibhai Devarambhai (DIN: 08289016) Non-Executive Independent Director was re-appointed for the second term of five consecutive year w.e.f. 25^th September 2024 and Mr. Vidhyesh G Dalwadi (DIN: 10851120) Non-Executive Independent Director was appointed for the first term of five consecutive year w.e.f. 25^th September 2024.

(3) Independent directors

In terms of the definition of the Independent Director as prescribed under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013, Mr. Vidhyesh G Dalwadi (DIN: 10851120) and Mr. Savajibhai Devarambhai Galiya (DIN: 08289016) have been appointed as Non-Executive Independent Director on the board of the company. The second term of five consecutive years of Mr. Bhavesh Premji Mamania has expired on 25^th September 2024.

Your Company has received requisite declarations from all the Independent Director of the Company under sub - Section (7) of section 149 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors also have complied with the provisions of Rule 6(3) of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended relating to inclusion of their name in the databank of independent directors. Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

(4) Director retiring by rotation

Annual Report 2024-25

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with the articles of association of the company, To appoint a Director in the place of Mrs. Reema Ankit Shah (DIN: 02698529), who retires by rotation and being eligible, offers herself for re-appointment .

(5) Key Managerial Personnel

Sr. No. Name	Designation
1. Mr. Ankit Jagat Shah	Managing Director
2. Mrs. Reema Ankit Shah	Executive Director
3. Mr. Nishantkumar D. Thakkar	Chief Financial Officer
4. Mr. Rohit Raway	Company Secretary (w.e.f. 03/04/2024)

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of ISL Consulting Limited carried out the annual performance evaluation of the individual directors including Independent Directors, Chairperson, and the Board as a whole. The evaluation was done based on parameters such as level of engagement, effective participation, domain knowledge, integrity, strategic insight, and contribution to Board discussions. The Independent Directors were evaluated on their objectivity, monitoring role, and safeguarding of stakeholders interest. The outcome of the evaluation confirmed that the Board and its members are functioning effectively and efficiently, with a strong focus on governance and business growth. The Nomination and Remuneration Committee also reviewed the performance and expressed satisfaction over the contribution of each director.

The Directors expressed their satisfaction with the evaluation process.

MEETING OF THE BOARD OF DIRECTORS:

Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company. Regular Board Meetings are held to discuss business aspects and other matters related to business of the company.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

During the year, 8 (eight) meetings of Board of Directors were convened and held, the details of which are given in the "Report on Corporate Governance", which is a part of this Annual Report. The gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder.

COMMITTEES OF THE BOARD:

As per requirements of the provisions of Companies Act, 2013 and Rules made there under and as per provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the company has formed following committees.

(a) Audit Committee

(b) Stakeholders Relationship Committee

(c) Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

RISK MANAGEMENT:

Risk is inherent in all business activities, and effective risk management is essential for sustained performance and value creation. ISL Consulting Limited has adopted a proactive and structured approach to risk management, which is integrated into its overall governance and decision-making processes. The Company regularly identifies, assesses, and monitors key risks across all areas of operation and implements appropriate mitigation strategies to address them.

The risk management framework is periodically reviewed by the senior management to adapt to the evolving business environment and emerging risks. This framework not only focuses on minimizing potential threats but also enables the Company to capitalize on strategic opportunities. The Audit Committee plays a key oversight role by reviewing the adequacy and effectiveness of the internal control and risk management systems.

The Board of Directors confirms that, as on the date of this report, there are no identified risks that may threaten the continuity or long-term viability of the Companys operations..

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In compliance of provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established vigil mechanism for the directors and employees of the company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and provide for adequate safeguards against victimization of Whistle Blower who avails such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The vigil mechanism policy is disclosed on the website of the company www.islconsulting.in

AUDITORS Statutory Auditors:

At the 28^th AGM held on Tuesday, 29^th September, 2020 the members approved appointment of M/s. Bihari Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 119020W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 28^th AGM till the conclusion of the Annual General Meeting to be held in the year 2025. The term of M/s. Bihari Shah & Co., Chartered Accountants (Firm Registration No. 119020W), the current Statutory Auditors of the Company has expired. In accordance with the provisions of Section 139(2) of the Companies Act, 2013 they have completed two terms of five consecutive years, they are not eligible for reappointment.

In view of the same, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on Thursday August 28, 2025, has approved the appointment of M/s. Maak & Associates, Chartered Accountants (Firm Registration No. 135024W), as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in 2030, subject to approval of shareholders.

The Members may note that consequent to the changes in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Keyur J. Shah & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the company for the Financial Year 2024-25. The Secretarial Audit Report in form "MR-3" is attached herewith as Annexure - A and are self-explanatory.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved the appointment of M/s. Anisha Jhunjhunwala & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the first term of five consecutive financial years commencing from the Financial Year 2025-26 to 2029-30, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR) Regulations, 2015.

M/s. Keyur J. Shah & Associates, the existing Secretarial Auditor, had been conducting the Secretarial Audit of the Company up to the Financial Year 2024-25. The Company has decided to appoint a new Secretarial Auditor from the Financial Year 2025-26 onwards as part of its periodic professional review and rotation practice. The Board

Annual Report 2024-25

places on record its appreciation for the professional services rendered by M/s. Keyur J. Shah & Associates during their tenure.

Internal Auditors:

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed thereunder, your company has appointed M/s. Nisarg Khatri and Associates, Chartered Accountant (Membership No. 188787), as the internal auditors of the company in the board meeting held on May 22, 2024 to conduct the internal audit of the functions and activities of the company for the financial year ending on March 31, 2025.

Based on the recommendation of the Audit committee the board of director in its board meeting held on August 28, 2025 have appointed Nishit P Shah & Co, Chartered Accountant (FRN: 158058W) as internal Auditor of the company for the FY 2025-26.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION / RESERVATION / ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS IN THEIR AUDIT REPORT AND BY THE SECRETARIAL AUDITOR IN THEIR SECRETARIAL AUDIT REPORT:

The audit report issued by the statutory auditors of the company is self-explanatory and no comment from the board of directors of the company is required as no qualification, reservation or adverse remark or disclaimer is given by any of the auditors of the company.

The secretarial auditor has given his comments in the secretarial audit report issued for the period under report which is also a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that:

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

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis.

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

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

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The Nomination and Remuneration policy can be accessed through the website of the Company at www.islconsulting.in.

CORPORATE GOVERNANCE:

The Company remains committed to maintaining the highest standards of corporate governance and ethical business conduct. It has consistently taken necessary measures to ensure compliance with all the mandatory requirements stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance, together with a certificate from a Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement) regulations, 2015, is annexed and forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to fostering a work environment that ensures the dignity, safety, and well-being of all employees, irrespective of gender, caste, creed, or social background. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules framed thereunder, the Company has entrusted the Audit Committee with the responsibility to oversee the implementation of the policy and redressal mechanism. During the year under review, the Company did not receive any complaints pertaining to sexual harassment.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time is not applicable to your company. Hence, your Company is not required to maintain cost records.

REPORTING OF FRAUD BY AUDITORS:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Auditors have not reported any incident of frauds committed in the Company by its Officers or Employees to the Company during the year under review.

ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company at www.islconsulting.in.

By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided on written request by the members of the company. Hence the members wish to know the said details can write an email to the company at innogroup@gmail.com at least two working day before. We are also confirming the members that There are no employee(s) in the Company who are in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

LISTING OF SHARES AND FEES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 511609 & security id: ISLCONSUL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2025-26 has been paid.

ACKNOWLEDGEMENT:

Your Board acknowledges and appreciates the relentless efforts of the employees, workmen and staff including

the management team at all levels in ensuring sustained growth of the Company.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help the Company to take right decisions in achieving its business goals.

Your Board is indebted for the unstinted support and trust reposed by the Members and also remains thankful for their ongoing support and guidance.

Your directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad Date: August 28, 2025	For and on behalf of the Board of Directors ISL Consulting Limited
Regd. Office : 504, 5th Floor, Priviera, Nr. Bank of Baroda, Above Honda Show room, Nehrunagar Circle, Ahmedabad, Gujarat, 380015 CIN:L67120GJ1993PLC086576 Ph : 6354541024, 079-40030351/2 Email:- innogroup@gmail.com Website:- www.islconsulting.in	Ankit Jagat Shah Managing Director (DIN: 02695987)	Reema Ankit Shah Director (DIN: 02698529)