Ishaan Infrastructure & Shelters Ltd

TO,

THE MEMBERS

ISHAAN INFRASTRUCTURES AND SHELTERS LIMITED

Your Directors have pleasure in presenting the Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2024.

(Rs. In Lacs)

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

Due to loss the Board of the company has not transfer any amount to its reserves.

CHANGES IN SHARE CAPITAL

There is no other change in the capital structure of the company during the year.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2] of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has entered into any contracts or arrangements with related parties in terms of Section 188(1] of the Companies Act, 2013. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3] (h] are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- "A".

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024 is available on the website of the Company at http://ishaaninfra.in/report/

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, the Company held 7 (SEVEN) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5] of the Companies Act, 2013 the Board of Directors of the Company confirms 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 and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company 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.

AUDITORS AND REPORT THEREON Statutory Auditor:

M/s. Samir M. Shah & Associates, Chartered Accountants, Ahmedabad (FRN No.:122377W )was appointed as the Statutory Auditors of the Company at the AGM of the Company held on September 30, 2019 to hold office until conclusion of the AGM (F.Y - 2023-24) to be held in the year 2024. Accordingly, the tenure of M/s. Samir M. Shah & Associates, as Statutory Auditors is expiring at the ensuing AGM. M/s Prakash Tekwani and Associates (FRN: 120253W) , Chartered Accountants, be and is hereby appointed as Statutory Auditors of the Company (in place of Samir M. Shah & Associates, Ahmedabad, retiring Auditor firm) for the term of five (5) years commencing from the Company's Financial year 2024-25 to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 34th Annual General Meeting of the Company

The Auditor's Reports for the Financial Year 2023-24 contain qualification. The Company has not complied with the provisions of Section 185 of the Companies Act, 2013. The outstanding loan amount as on March 31, 2024 is Rs. 12,522.671 thousands (Previous Year - Rs. 10,516.671 thousands) given in contravention to Section 185 of the Companies Act, 2013. Further, there are no transactions made in respect of investments in respect to Section 186 of the Companies Act, 2013.

Notes to Accounts and Auditors remarks in their report are self- explanatory and do not call for any further comments.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details is required to be disclosed under section134(3)(ca) of the Act.

Secretarial Auditors

Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Nikhil Suchak & Associates, Practising Company Secretaries had been appointed as Secretarial Auditor of the Company for the financial

Secretarial Audit Report issued by M/s Nikhil Suchak & Associates, Practising Company Secretaries in Form MR-3 attached and marked as Annexure-"B", for the period under review forms part of this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

a) Non-Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: The company failed to comply with the requirement to file the outcome of the Board Meeting within 30 minutes of the closure of the meeting with the stock exchange, as mandated by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- We regret the delay in filing the outcome of the Board Meeting with the stock exchange. This lapse was due to an inadvertent oversight. We have since reviewed and updated our internal procedures to ensure timely compliance with SEBI regulations. Measures include a revised protocol for meeting minutes and filing deadlines to prevent recurrence.

b) Non-Payment of Independent Director Fees and Non-Completion of Exam:

The Independent Director of the Company has not paid the mandatory independent director fees and has not completed the required proficiency exam for independent directors.

- the issue concerning the payment of fees and the proficiency exam. The delay in fee payment was due to an administrative oversight, which has now been rectified. We are also ensuring that the Independent Director completes the required proficiency exam at the earliest and have implemented a reminder system to track such compliance in the future.

c) Delay in Payment of BSE Listing Fees: The company did not pay the BSE listing fees within the stipulated time, leading to a delay in compliance with the exchange's listing requirements.

- The delay in paying the BSE listing fees was due to a temporary cash flow issue, which has since been resolved. We have taken steps to prevent future delays by scheduling periodic reviews of our compliance calendar and ensuring funds are allocated timely for such payments.

d) Non-Compliance with Section 196 of the Companies Act, 2013 on the Appointment of Whole- Time Director: The appointment of Ms. Zeel Soni as Whole-Time Director was not compliant with the provisions of Section 196 of the Companies Act, 2013.

- We acknowledge the non-compliance issue regarding Ms. Zeel Soni's appointment. This was due to procedural oversight. We have since revised our appointment procedures to ensure adherence to Section 196, and appropriate filings have been made to rectify this oversight.

e) Non-Compliance with Regularization of Independent Director:

The appointment of Mr. Sandeep Shah as an Independent Director was not regularized in accordance with the required process at the Annual General Meeting (AGM) held in 2023.

- The failure to regularize Mr. Sandeep Shah's appointment was due to an administrative oversight. We have now completed the necessary formalities and obtained shareholder approval at the earliest possible meeting.

f) Non-Publication of Financial Results in Newspapers:

The company failed to publish its financial results in the newspapers, as required under the relevant regulations.

- The oversight regarding the publication of financial results was an unintentional lapse. We have now instituted a review process to ensure that all future financial results are published in compliance with regulatory requirements.

g) Unauthorized Signing of Financial Results by Previous Managing Dire ctor:

Despite the reappointment of Mr. Kalpen Shah as Managing Director not being approved by the shareholders, he continued to sign the financial results for the September and December 2023 quarters.

- We acknowledge that Mr. Kalpen Shah's continued signing of financial results after his reappointment was not approved by shareholders. We have since implemented stricter controls to ensure that only authorized personnel sign official documents and have rectified the documentation accordingly.

h) Improper Board Structure: After the AGM held on 30.09.2023, the company failed to appoint a Managing Director or Whole-Time Director, which is a requirement for every listed company, leading to an improper board structure.

- Following the AGM on 30.09.2023, we have rectified the board structure by appointing a Managing Director and Whole-Time Director as required. The necessary filings and updates have been made to ensure full compliance with the listing requirements.

- We acknowledge the error in the notice period for the AGM. We have reviewed our notice procedures and updated them to ensure compliance with the 21-day notice requirement in the future.

- We have filed the necessary forms for the adoption of accounts and the appointment of the Secretarial Auditor. We are implementing checks to ensure timely filing of all required forms going forward.

- The Company Secretary position was vacant due to unforeseen circumstances. We have since appointed a Company Secretary, effective immediately, we appoint company secretary on 14.03.2024.

L) The Company has not complied with the provisions of Section 185 of the Companies Act, 2013. The outstanding loan amount as on March 31, 2024 is Rs. 12,522.671 thousands (Previous Year - Rs. 10,516.671 thousands) given in contravention to Section 185 of the Companies Act, 2013. Further, there are no transactions made in respect of investments in respect to Section 186 of the Companies Act, 2013.

- We are in the process of addressing the outstanding loans and ensuring compliance with Section 185. Additionally, we are reviewing our investments to ensure they adhere to Section 186. Appropriate measures are being taken to rectify these issues.

M) Company has not avail SDD Software during the year.

The lack of SDD software utilization was an oversight. We already installed the software.

LOANS, GUARANTEES AND INVESTMENTS

The Company has provided the Loans However the Company has not given Guarantee and not Made any Investments under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2024.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76] of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith attached annual report.

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3] (m] of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

DIRECTORS and KMP

During the financial year Company no change has been incurred in directors and KMP.

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy] Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company has paid Remuneration to director and details are attached in the annexure C. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

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 individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

CORPORATE GOVERNANCE

Report on Corporate Governance is not applicable to the company as the paid up capital and net worth is less than applicability criteria.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is furnished in Annexure- "D" and is attached to this report.

Meetings of Nomination and Remuneration Committee:

During the financial year, one meeting held on 28/05/2024 for the consideration of following matters.

Terms of Reference

To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.

To formulate the criteria for determining qualifications, positive attributes and Independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall, while formulating the policy ensure that: the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals: Regularly review the Human Resource function of the Company. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time. Make reports to the Board as appropriate. Review and reassess the adequacy of this charter periodically and recommend any Proposed changes to the Board for approval from time to time. Any other work and policy, related and incidental to the objectives of the committee as Per provisions of the Act and rules made there under. The Terms of Reference of the Nomination and Remuneration Committee are as under:

REMUNERATION POLICY Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company's Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

During the financial year, the Audit Committee has met Four times on following dates: 30/05/2023, 14/08/2023, 11/11/2023, 14/02/2024.

The Stakeholders Relationship Committee comprises of the following members:

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2024 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2024.

During the financial year, the STAKEHOLDERS RELATIONSHIP COMMITTEE has met One time on following date: 25/05/2023.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2](e] of the Listing Regulations is given as an Annexure-E to this report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year ended on March 31, 2024, There is no application made or any proceeding pending under the INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016] against the company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINACIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not applicable during the year under review.