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DIRECTOR'S REPORT

Ishaan Infrastructures & Shelters Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 7.68 Cr. P/BV 1.17 Book Value (₹) 10.10
52 Week High/Low (₹) 13/6 FV/ML 10/1 P/E(X) 0.00
Bookclosure 30/09/2024 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting 30th (Thirtieth) Annual Report together
with the Audited Financial Statements of the Company for the Financial Year ended on
31st March, 2025.

FINANCIAL RESULTS:

PARTICULARS

Year Ended on
31st March, 2025

Year Ended on
31st March, 2024

Revenue from Operations

19.50

0.00

Other Income

16.67

19.67

Total Revenue

36.17

19.67

Profit Before Finance Cost, Tax, Depreciation &
Amortization

2.03

(8.63)

Finance Cost

0.04

2.93

Depreciation

0.29

0.22

Profit Before Tax

1.70

(11.78)

Payment & Provision of Current Tax

5.24

00.00

Deferred Tax Expenses/(Income)

2.30

(3.06)

Profit After Tax

(5.84)

(8.72)

i) Business Outlook & Financial Performance

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

ii) Financial Statements:

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

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

The standalone financial statements are available on the Company's website at
www.ishaaninfra.in.

iii) Change in Nature of Business, if any:

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

SHARE CAPITAL
Authorised Share Capital

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

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

750.00

Total Authorised Capital

750.00

Paid-up Share Capital

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

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

64.746

Total Paid-up Share Capital

64.746

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

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

DIVIDEND:

Interim Dividend:

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

Final Dividend:

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

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

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

AMOUNT TO BE TRANSFERRED TO RESERVES:

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

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

FINANCE:

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

CREDIT RATING:

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

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Appointment and Resignation of Directors:

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

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

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

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

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

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

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

ii. Completion of tenure

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

iii. Directors to retire by Rotation:

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

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

iv. Declaration by Independent Directors:

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

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

v. Key Managerial Personnel (KMP):

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

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

2. Mr. Ashok Kumar Chaudhary - Chief Finance Officer

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

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

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

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

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

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

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

MEETINGS OF THE BOARD:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) In the preparation of the Annual Accounts for the Year ended on 31st March, 2025, the
applicable Accounting Standards had been followed along with proper explanation relating
to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at 31st March, 2025 and of the Profit of the Company for
the period ended on 31st March, 2025.

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

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

e) The Directors had laid down Internal Financial Controls ('IFC') and that such Internal
Financial Controls are adequate and were operating effectively.

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

BOARD PERFORMANCE EVALUATION:

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

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

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

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

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

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

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

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

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

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

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

COMMITTEES:

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

I. Audit Committee:

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

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

Name of Member

Designation

Period of Tenure

No. of Meetings
attended

Ms. Hetal Narendra
Chavda

Chairperson

Up to 01.07.2024

(Resigned w.e.f.
01.07.2024)

01

Mr. Maheshkumar
Bhogilal Somani

Member

Up to 01.07.2024

(Resigned w.e.f
01.07.2024)

01

Ms. Zeel Sanjay Soni

Member

Up to 14.08.2024

(Resigned w.e.f
14.08.2024)

02

Ms.Pratima Prem
Mohan Srivastava

Chairperson

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

03

Ms. Mamta Sharma

Member

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

01

Mr. Ashish Kumar

Member

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

01

Reconstitution of the Committee:

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

Sr.

No.

Name of Member

Chairman/Member

1

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

Chairman

2

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

Member

3

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

Member

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

TERMS OF REFERENCE:

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

• Overseeing the Company's financial report process and the disclosure of its

financial information.

• To recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity.

• To approve the payment to statutory auditors for any other services rendered by the

statutory auditors.

• To review, with the management, the financial Statements and Auditor's Report thereon

before submitting to the board for approval.

• To review quarterly, half yearly and Annual Financial results before submission to the

Board.

• To review, with Management, the statement of uses/application of funds raised through

issue, the statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter.

• To review and monitor the auditor's independence and performance, and effectiveness of

audit process.

• To approve any subsequent modification of transactions of the listed entity with related

parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the listed entity, wherever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• To review the adequacy of internal control systems with the management, external &

internal auditors.

• To review, with the management, performance of statutory and internal auditors,

adequacy of the internal control systems.

• To look into the reasons for substantial defaults in the payment to the depositors,

• debenture holders, shareholders (in case of non-payment of declared dividends) (in case

of non-payment of declared dividends) and creditors.

• To review the functioning of the whistle blower mechanism.

• Recommendation for appointment, remuneration and terms of appointment of auditors

of the listed entity.

• Approval of appointment of chief financial officer after assessing the qualifications,

experience and background, etc. of the candidate.

• Discussion with external auditors about the nature and scope of audit including their

observation.

• To investigate into any matter referred to by the Board.

II. Stakeholders Relationship Committee:

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

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

Name of Member

Designation

Period of Tenure

No. of Meetings
attended

Ms. Hetal Narendra
Chavda

Chairperson

Up to 01.07.2024

(Resigned w.e.f.
01.07.2024)

01

Mr. Maheshkumar
Bhogilal Somani

Member

Up to 01.07.2024

(Resigned w.e.f.
01.07.2024)

01

Ms. Zeel Sanjay Soni

Member

Up to 14.08.2024

(Resigned w.e.f.
14.08.2024)

01

Ms.Pratima Prem
Mohan Srivastava

Chairperson

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

02

Ms. Mamta Sharma

Member

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

01

Mr. Ashish Kumar

Member

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

01

Reconstitution of the Committee:

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

Sr.

No.

Name of Member

Chairman/Member

1

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

Chairman

2

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

Member

3

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

Member

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

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders'/investor's complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission of shares,
debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the
requirements of the Companies Act, 2013.

During the year under review 4 (Four) meetings were held viz 30.05.2024, 01.07.2024, 14.08.2024,
and 19.12.2024. The Composition and attendance of the Committee s as under:

Name of Member

Designation

Period of Tenure

No. of Meetings
attended

Ms. Hetal Narendra
Chavda

Chairperson

Up to 01.07.2024

(Resigned w.e.f.
01.07.2024)

02

Mr. Maheshkumar
Bhogilal Somani

Member

Up to 01.07.2024

(Resigned w.e.f.
01.07.2024)

02

Ms. Zeel Sanjay Soni

Member

Up to 14.08.2024

(Resigned w.e.f.
14.08.2024)

03

Ms.Pratima Prem
Mohan Srivastava

Chairperson

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

02

Ms. Mamta Sharma

Member

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

01

Mr. Ashish Kumar

Member

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

01

Reconstitution of the Committee:

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

Sr.

No.

Name of Member

Chairman/Member

1

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

Chairman

2

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

Member

3

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

Member

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

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Company's
Managing/Joint Managing/Whole time /Executive Directors, including all elements of
remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives,
stock options, pension, retirement benefits, details of fixed components and performances
linked incentives along with the performance criteria, service contracts. notice period,
severance fees, etc.);

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

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

Risk Management Committee:

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

Corporate Social Responsibility Committee:

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

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

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

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

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

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

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company had engaged the services of M/s Nikhil Suchak & Associates, a proprietor firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the
Financial Year ended on 31st March, 2025. The Secretarial Audit Report in
Form No. MR - 3 for
the Financial Year ended on 31st March, 2025 is annexed to this report as '
Annexure - A'.

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

Internal Auditor:

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

Frauds Reported by Auditors

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial
Statements. During the year, such controls were tested and no reportable material weakness in
the design or operation of Internal Finance Control System was observed.

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

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

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

RELATED PARTY TRANSACTIONS (RPT):

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

PARTICULARS OF EMPLOYEES:

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

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as
'
Annexure - C'.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

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

CORPORATE GOVERNANCE:

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

andE of Schedule V) do not apply. Consequently, corporate governance disclosures in the
Director's Report (including committee constitution) are not mandatory this year.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

ANNUAL RETURN:

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

INSURANCE:

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

ENVIRONMENT:

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

INDUSTRIAL RELATIONS:

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

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

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

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

(B) Annual Listing Fee:

The Company has paid of listing with BSE Limited.

(C) No One Time Settlement:

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

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

By Order of the Board
Ishaan Infrastructures & Shelters Ltd.

Pratik Ashokkumar Patwari
Chairman & Managing Director
DIN:11060670

Date: 08th May, 2025
Place: Ahmedabad

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