Shikhar Consultants Ltd Directors Report

To

The Members

Shikhar Consultants Ltd

Your Board of Directors is pleased to present 32^nd Annual Report of Shikhar Consultants Ltd

(hereinafter referred to as "the Company") covering the business, operations and Audited

Financial Statements of the Company for the financial year ended March 31, 2025.

1. Financial Highlights:

The standalone financial performance of your Company for the year ended March 31, 2025 is summarised below:

Particulars	2024-2025	2023-2024
Revenue from Operation	0.00	0.00
Other Income	0.00	3.200.00
Total Revenue	0.00	3.200.00
Profit/ (Loss) Before Exceptional Item	(9,08,961.00)	(49,79,464.00)
Exceptional Item	0.00	0.00
Profit/ (Loss) Before Tax	(9,08,961.00)	(49,79,464.00)
Tax	0.00	0.00
Profit/ (Loss) After Tax	(9,08,961.00)	(49,79,464.00)

2. Change in the Nature of Business, If any:

There has not been any change in the nature of business of the Company during the Financial Year ended March 31, 2025.

3. Company Performance/ Review of Operation:

There has been no revenue in the Company for the FY 2024-25 as against FY 2023-24

Due to the efforts of the management, the suspension of trading in the securities of the Company has been successfully revoked effective from December 16, 2024 vide BSE Notice No. 20241206-3 dated December 06, 2024.

4. Subsidiaries and Joint Ventures:

As on March 31, 2025, according to the Companies Act, 2013 and rules made there under the Company does not have any Subsidiary Company, Associate Company and Joint Venture Company. Considering this, ‘Form AOC 1 is not applicable.

5. Dividend:

Considering no revenue during in the current financial year, your Directors have not recommended any dividend for the financial year under review.

6. Transfer to Reserves:

During the financial year, the Company has incurred loss, due to which Company did not transfer any amount to the Statutory Reserve maintained under Section 45 IC of the RBI Act, 1934.

7. Share Capital:

During the year under review there were no change in Share capital of the Company.

8. Material changes affecting the Company:

There has been no change in the nature of business of the Company. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

9. Public Deposits:

During the financial year 2024-25, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

10. Directors and Key Managerial Personnel:

a. Appointment/ Reappointment/ Cessation

During the year under review, there has been following changes in the Composition of the Board of Directors and Key Managerial Personnel of the Company.

Mr. Balaji Prithviraj Singh (DIN: 06413344), has been appointed as Additional Independent Director w.e.f. December 30, 2024 for a period of 5 years and has been regularised in ExtraOrdinary General Meeting held on January 24, 2025.

Ms. Rutu Siddharth Lodha (DIN: 09531277) has been appointed as Additional Independent Director w.e.f. December 30, 2024 for a period of 5 years and has been regularised in ExtraOrdinary General Meeting held on January 24, 2025.

Mr. Ganesh Shrinivas Zawar (DIN: 10670593), has been appointed as Additional Independent Director w.e.f. December 30, 2024 for a period of 5 years and has been regularised in Extra-Ordinary General Meeting held on January 24, 2025.

Mr. Ghanshyam Gangabisan Biyani (DIN: 07917773) and Ms. Rashmi Rameshwar Bihani (DIN: 07917768) ceased to Non-Executive Independent Director of the Company w.e.f. December 30, 2024

b. Director liable to retire by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rajesh Shrinivas Daga (DIN: 03249957) Executive Director, whose office is liable to retire at the ensuing 32^nd AGM, being eligible, seeks re-appointment. The notice convening the 32^nd AGM to be held on September 30, 2025, annexed to the Annual report, sets out the details. c. Re-appointment:

i. Mr. Jeetmal Ramkaran Asawa, Managing Director of the Company (DIN: 07798244) has been appointed for the term of five years effective from January 01, 2020. His office of directorship is due for retirement on December 31, 2025. Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation and considering the knowledge, experience, expertise and substantial contribution in the business operations, the committee has recommended the re-appointment of Mr. Jeetmal Ramkaran Asawa to the Company for another term of five years.

The Board, at its meeting held on September 08, 2025, approved the reappointment of Mr. Jeetmal Ramkaran Asawa as Managing Director of the Company with effect from January 01, 2026 to December 31, 2030 whose office shall be liable to retire by rotation The Board recommends the reappointment to the shareholders

ii. Mr. Rajesh Shrinivas Daga, Executive Director of the Company (DIN: 03249957) has been appointed for the term of five years. His office of directorship is due for retirement. Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation and considering the knowledge, experience, expertise and substantial contribution in the business operations, the committee has recommended the re-appointment of Mr. Rajesh Shrinivas Daga as Executive Director designated as Whole-time Director to the Company for another term of five years w.e.f. September 08, 2025.

The Board, at its meeting held on September 08, 2025, approved the reappointment of Mr. Rajesh Shrinivas Daga as Executive Director designated as Whole-time Director with effect from September 08, 2025 to September 07, 2030 whose office shall be liable to retire by rotation The Board recommends the re-appointment to the shareholders.

The notice convening the 32^nd AGM, to be held on Tuesday, September 30, 2025, sets out the details.

11. Declaration by Independent Director:

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 along with a declaration received pursuant to sub-rule 3 of rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the SEBI Listing Regulations.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Companys code of conduct. Also, the separate meeting of the Independent Directors has been duly convened and held.

12. Statement of the Board of Directors:

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

13. Familiarisation Programme for the Independent Director:

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. Further, 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. Details of the Familiarization Programme conducted are available on the website of the Company https://www.shikharconsultants.com/invester.html

14. Evaluation of Board Performance:

Pursuant to Section 134(2) of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

The parameters for performance evaluation of the Board include composition of the Board, process of appointment to the Board of Directors, common understanding of the roles and responsibilities of the Board members, timelines for circulating board papers, content and the quality of information provided to the Board, attention to the Companys long term strategic issues, evaluating strategic risks, overseeing and guiding acquisitions etc. Some of the performance indicators for the Committees include understanding the terms of reference, effectiveness of discussions at the Committee meetings, information provided to the Committee to discharge its duties and performance of the Committee vis-?-vis its responsibilities.

Performance of individual Directors was evaluated based on parameters such as attendance at the meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge and understanding of relevant areas and responsibility towards stakeholders. All the Directors were subject to self-evaluation and peer evaluation.

The performance of the Independent Directors was evaluated taking into account the above factors as well as independent decision-making and non-conflict of interest. Further, the evaluation process was based on the affirmation received from the Independent Directors that they met the independence criteria as required under the Companies Act, 2013 and Listing Regulations, 2015.

Subsequent to the evaluation done in the financial year 2024-25, some action areas have been identified for the Board to engage itself with. These include review of your Companys goals, strategy, capability gaps, technological developments, SWOT analysis, etc. and also a thorough review of key issues facing the Company. All these will be suitably dealt with by the Board.

15. Board Meetings:

The Board met 6 (Six) Times during the financial year at the Registered Office of the Company.

The Board Meetings were held on May 30, 2024, August 14, 2024, August 28, 2024, November 14, 2024, December 30, 2024 and February 10, 2025. The meeting of the Board had been conducted at regular interval with a time gap of not more than 120 days between two consecutive meetings.

16. Board Committee:

The Board currently has the following Committee:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Composition of Committees

Audit Committee	Nomination and Stakeholder and Remuneration Committee Relationship Committee
Balaji Prithviraj Chairperson	Singh - Rutu Siddharth Lodha - Rutu Siddharth Lodha - Chairperson Chairperson
Rutu Siddharth Member	Lodha - Ganesh Shrinivas Zawar - Rajesh Shriniwas Daga - Member Member
Jeetmal Ramkaran Member	Asawa - Jeetmal Ramkaran Asawa - Jeetmal Ramkaran Asawa - Member Member

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of this policy have been placed on the website of the Company at https://www.shikharconsultants.com/invester.html

18. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, giving detailed analysis of the Companys operations as stipulated under Regulation 34 of SEBI (LODR) Regulations, is presented in a separate section forming part of the Annual Report.

19. Secretarial Standards:

The Company has tried to comply with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India but not been complied fully.

20. Related Party Transactions:

All related party transactions are placed before the Audit Committee for its review and approval. Prior/ Omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions that are of foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on a quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties that qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ‘Form AOC-2 is not applicable.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report.

21. Internal Financial Control:

The Company has designed and implemented a process-driven framework for Internal Financial

Control (‘FC) within the meaning of the explanation to Section 134(5)(e) of the Companies Act,

2013.

For the year ended March 31, 2025, the Board is of the opinion that the Company has the Internal Financial Control.

22. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have 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 as at March 31, 2025 and of the profit and 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 to be followed by the company and that such internal financial controls are adequate and are 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.

23. Audit Reports and Auditors:

Statutory Auditors:

M/s BMAKS & Associates, Chartered Accountants (FRN: 0121927W) were appointed as Statutory Auditors of the Company at the Extra-Ordinary General Meeting ("EOGM") held on January 24, 2025 to fill the casual vacancy caused by the resignation of M/s RDB & Associates, Chartered Accountants (FRN: 135005W) from the conclusion of EOGM until the conclusion of the ensuing Annual General Meeting.

Further, on recommendation of the Audit Committee, it is proposed to appoint M/s BMAKS & Associates, Chartered Accountants (FRN: 0121927W) as Statutory Auditor of the Company for a term of 5 (five) consecutive years from date of conclusion of the 32^nd Annual General Meeting upto the conclusion of the 37^th Annual General Meeting.

The notice convening the 32^nd AGM, to be held on Tuesday, September 30, 2025, sets out the details.

Statutory Auditors Report

The Statutory auditors report for the financial year 2024-25 on the financial statement on the Company forms a part of this Annual Report. The observations and comments, if any, are self-explanatory and do not call for further explanation under Section 134(3)(f) of the Act.

No frauds have been reported by the auditor for the financial year 2025.

Secretarial Auditor and audit report:

Being a publicly listed Company, the Company is required to annex a Secretarial Audit Report from a Company Secretary in Practice with the Board Report for the said purpose, on the recommendation of the Audit Committee, the Company appointed M/s. Nikhilesh Lad & Associates, Practicing Company Secretaries in accordance with provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to conduct the secretarial audit of the Company for the financial year 2024-2025. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31, 2025, is annexed herewith as an ‘Annexure I to this Boards Report.

The Board has duly reviewed the Secretarial Audit Report. The observations and comments, if any, are self-explanatory and do not call for further explanation under Section 134(3)(f) of the Act.

Further, in alignment with the amended requirements under Regulation 24A of SEBI LODR to the extent applicable and based on the recommendation of the Audit Committee and the Board of Directors, it is proposed to appoint M/s. Nikhilesh Lad & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years, commencing from FY 2025 26 to FY 2029 30, subject to approval of the Members at the ensuing General Meeting.

Internal Auditor:

Pursuant to the provisions of Section 138 of Companies Act 2013, the Company had appointed M/s Mansi Biyani, Chartered Accountants, as an Internal Auditor of the Company for the Financial year 2024-25.

24. Significant and material orders:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the Companys going concern status and/or its future operations.

25. Establishment of Vigil Mechanism / Whistle Blower Policy:

As per the provisions of Section 177(9) of the Companies Act, 2013 (‘Act), the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle-blower Policy to encourage and facilitate employees to report concerns about unethical behavior, actual/ suspected fraud and violation of the Companys Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for adequate safeguards against victimization of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The policy also establishes adequate mechanisms to enable employees to report instances of leaks of unpublished price-sensitive information. The Audit Committee of the Company oversees the implementation of the Whistle-Blower Policy.

The Company has disclosed information about the establishment of the Whistle Blower Policy on its website https://www.shikharconsultants.com/invester.html

During the year, no person has been declined access to the Audit Committee, wherever desired.

26. 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 and is accessible at Companys website at https://www.shikharconsultants.com/invester.html

27. Particulars of Loans, Guarantees or Investments:

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

28. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as ‘Annexure-II to this

Boards report.

29. Particulars of Employees and Related Disclosures:

In terms of compliance with provisions of Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employees remuneration is annexed herewith as

" Annexure-III" to this Boards Report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Boards Report in Annexure if any.

30. Corporate Social Responsibility:

The Company was not required to spend towards Corporate Social Responsibility (CSR) as per the applicability of provisions of Section 135 of the Companies Act, 2013.

31. Maintenance Cost Records:

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records.

32. Non-Disqualification Certificate from Practicing Company Secretary:

A certificate as required under Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI Listing Regulations, a certificate to that effect received by M/s Nikhilesh Lad & Associates, Practicing Company Secretaries as "Annexure-IV", as on March 31, 2025, is annexed to this Report.

33. Disclosure Regarding Prevention of Sexual Harassment:

During the financial year under review, your company was not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

34. Compliance with the Maternity Benefit Act, 1961:

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe, supportive, and inclusive work environment for women employees, in line with the applicable statutory requirements.

35. Disclosure under Section 67(3)(c) of the Companies Act, 2013:

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

36. Reporting of Frauds by Auditors:

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

37. Risk Management:

The Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Companys competitive advantage. The Company has adopted a Risk Management Policy pursuant to Section 134 of Companies Act, 2013. The Company has robust risk management framework to safeguard to Organization from various risk through adequate and timely actions. The elements of risk as identified for the Company are set out in the Management Discussion and Analysis Report forming the part of this Annual Report.

38. Other Disclosures:

There were no proceedings, either filed by or against your Company or pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2025.

Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions, during the financial year under review.

39. Acknowledgement:

Your directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.