ISL Consulting Ltd

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. 30,977,881/- 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 Company’s 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, 2024, 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 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 arm’s 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, 2024, 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, 2024 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) Non-Executive Independent Directors. The names and categories of directors, and relevant details are given below:

(2) Appointment & Cessation:

During the year under review none of the directors were appointed or ceased to be the director of the Company as on 31^st March 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. Bhavesh Premji Mamania and Mr. Savajibhai Devarambhai Galiya 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 will expire of upcoming AGM and cannot continue as Independent director of the company, in that connection the Company have proposed the appointment of Mr. Satya Gopal (DIN: 08144273) as Independent director in his place. Further Mr. Savajibhai Devarambhai Galiya was appointed as Non-Executive Independent Director in 27^th Annual General Meeting for a term of five years till September 26, 2024 and proposed for re-appointment for his second term of five consecutive years.

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 Company’s Code of Conduct.

(4) Director retiring by rotation

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 Mr. Hiteshkumar Chhaganlal Kothari (DIN: 01217705), who retires by rotation and being eligible, offers himself for re-appointment .

(5) Key Managerial Personnel

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the independent directors. The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual directors. The process was carried out and covered various aspects of the Board functioning such as composition of Board and committees, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

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:

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 an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth. Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Thus, Risk Management is framed to identify, monitor, minimize, mitigate and report risks and also to identify business opportunities. The Audit Committee oversees and evaluates internal financial control and risk management systems. In the opinion of Board, there are no risks which may threaten the existence of the Company.

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 Company’s 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 on remuneration to be decided by the Board or Committee thereof in consultation with the Statutory Auditors.

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 2023-24. The

Secretarial Audit Report in form "MR-3" is attached herewith as Annexure A and are self-explanatory.

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.

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:

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:

Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligation and Disclosure Requirement) regulations, 2015 are adhered to. A separate report on Corporate

Governance along with Practicing Company Secretary’s certificate of its compliance is annexed as a part of 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:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

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 Board’s 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 2024-25 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.