Director's Report

Dear Member(s),

The Board of Directors of your Company takes pleasure in presenting the Thirtieth (30th) Board's Report of Ishan International Limited (the "Company"), on the business and operations of the

Company together with Audited Standalone Financial Statements and the Auditor's Report thereon for the financial year ended March 31, 2025. This Board's report states compliance of the provisions of The Companies Act, 2013, (the "Act"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as amended and other laws applicable to the Company.

The financial performance of the Company for the current financial year 2024-25 as compared to previous financial year 2023-24 is summarized as follows:

During the financial year under, revenue from operations stood at Rs. 7,265.34 Lakhs, more than double as compared of Rs. 3,012.86 Lakhs in the previous financial year. With the increase of revenue from operations, total expenses also saw a significant rise, reaching to Rs. 7,325.98 Lakhs as compared from Rs. 3,067.37 Lakhs in the previous financial year. Despite the strong growth in operational performance, the profits after tax declined notably to Rs. 23.16 Lakhs as compared from Rs. 61.29 Lakhs in the previous financial year.

The Company is engaged in the business of contracting of machinery and engineering projects and there is no change in the nature of business during the financial year under review.

No material changes or commitments effecting the financial position of the Company has occurred between the end of the financial year to which the financial statements pertains and up to the date of this report.

Considering the modest profits and the Company's ongoing need for funds to support business growth and expansion, the Board of Directors did not recommend any dividend for the financial year under review. This decision reflects the management's strategic intent to reinvest the Company's earnings to support its long-term objectives, reinforce its market position and increase of shareholders value.

During the financial year under review, the Board of Directors did not recommended transfer of any amount of profit to any reserves. Hence, the amount of profits has been carried forward to the Statement of Profit and Loss. A detailed note on the same is provided in Note No. 14 of the Notes to Annual Audited Standalone Financial Statements, forming part of this Annual Report.

During the financial year under review, no Company became or ceased as holding, subsidiary, joint venture and associate companies of the Company.

Pursuant to Section 92(3), 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 can be accessed on the Company's website at the link www.ishanglobal.com.

The Company has constituted its Board in accordance with the provisions of Section 149 of the Companies Act, 2013 read with related rules, including any amendments thereof.

The Board has played a crucial role in strategic decision-making, driving the Company towards growth and reinforcing strong corporate governance.

During the financial year under review, the Board of Directors met 7 (Seven) times as on April 06, 2024, July 04, 2024, August 30, 2024, November 01, 2024, November 14, 2024, March 07, 2025 and March 15, 2025.

During the financial year under review, there was no change in the composition of the Board of Directors.

However, after the closure of the financial year, the followings changes were occurred:

1. Mr. Mahesh Bhupathi (DIN: 01603093), Independent Director of the Company, has tendered his resignation from the directorship due to his pre-occupation w.e.f. June 27, 2025.

2. Based on recommendation of Nomination & Remuneration Committee, Mr. Salil Srivastava (DIN-11270865), has been proposed for appointment as Additional Non- Executive Independent Director of the Company in the Board Meeting held on September 02, 2025 and his appointment is being propose before the members at ensuing 30^th Annual General Meeting as Non-Executive Independent Director for a period of 5 (five) financial years.

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, Ms. Neelam Gupta, Director & CFO of the Company, retires by rotation at the ensuing 30^th Annual General Meeting and being eligible, offers herself for re- appointment. The Board of Directors of the Company, recommends her re-appointment for consideration by the members of the Company at the ensuing 30^th Annual General Meeting.

A brief profile, expertise and other details as required to be disclosed pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 (Secretarial Standards on General Meetings) issued by Institute of Company Secretaries is annexed to the notice of ensuing 30^th Annual General Meeting.

The Company has, inter alia, received the declaration from all the Independent Directors in which they confirmed that they met the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and rules and regulations made thereunder and complied with the code of Independent Directors prescribed under Schedule IV to the Act. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or under the order of any such authority.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment, free from any external influence.

The Board Committees are integral to the Company's governance system and are formed to address specific areas/activities as required by relevant regulations. These Committees act as authorized agents of the Board, adhering to their terms of reference that outline their purpose, objectives, and responsibilities. Accordingly, the Company has constituted 3 Board Committees with adequate delegation of power to focus on issues and ensure expedient resolution of matters and for providing recommendation to the Board. The Company Secretary of the Company acts as Secretaries of the Committees. The committees meet often as per the statutory requirements. During the financial year under review, all the recommendations / suggestions were accepted by the Board.

The Company has duly constituted Audit Committee, in accordance with the requirements of Section 177 of the Companies Act, 2013 read with related rules, including any amendments thereof. During the financial year, the composition of Audit Committee was as follows:

There was no change in the composition of Audit Committee during the year. However, after the financial year, due to resignation of Mr. Mahesh Bhupathi (DIN: 01603093), Independent Director and member of the committee and appointment of Mr. Salil Srivastava (DIN-11270865), the composition of the Committee has been changed.

During the financial year under review, the Audit Committee members met 5 (Five) times as on July 04, 2024, November 01, 2024, November 14, 2024, March 07, 2025 and March 15, 2025.

The Company has duly constituted Nomination and Remuneration Committee, in accordance with the requirements of Section 178 of the Companies Act, 2013 read with related rules, including any amendments thereof. The composition of Nomination and Remuneration Committee for the financial year under review was as follows:

There was no change in the composition of Nomination and Remuneration Committee. However, after the financial year, due to resignation of Mr. Mahesh Bhupathi (DIN: 01603093), Independent Director and member of the committee and appointment of Mr. Salil Srivastava (DIN-11270865), the composition of the Committee has been changed.

The Company has duly constituted Stakeholders Relationship Committee, in accordance with the requirements of Section 178 of the Companies Act, 2013 read with related rules, including any amendments thereof. The composition of Stakeholders Relationship Committee for the financial year under review was as follows:

There was no change in the composition of Stakeholders Relationship Committee. However, after the financial year, due to resignation of Mr. Mahesh Bhupathi (DIN: 01603093), Independent Director and member of the committee composition of the Committee has been changed.

The Stakeholders Relationship Committee met one (1) time as on March 07, 2025.

During the financial year under review, there was no change in the Key Managerial Personnel. However, after the financial year, Ms. Divya, Company Secretary & Compliance Office has resigned w.e.f. August 11, 2025.

At the end of the financial year under review, the composition of Board of Directors and Key Managerial Personnel was as follows:

The Company has in place Nomination and Remuneration Policy applicable to Directors, key managerial personnel and other employees. The policy aims to ensure that the persons appointed at such positions possesses requisite qualification, experience, expertise and the remuneration shall be reasonable and sufficient to attract, retain and motivate them and to run the Company successfully and relation of remuneration of performance is clear and meets appropriate performance benchmarks. Detailed policy of the Company on the terms & conditions for appointment and remuneration of Independent Directors has been placed at the website of the Company and can be accessed at www.ishanglobal.com.

Independent Director shall in opinion of the Board, is a person of integrity and possesses relevant expertise and experience in the fields of finance, Marketing, Accounts, Taxation, law, governance and general management, so as to have a diverse Board.

The Nomination & Remuneration Committee has laid down the criteria for evaluation of the performance of the Chairman, Non-Independent Directors and Board as a whole. Performance evaluation of the directors undertaken annually.

Performance Evaluation of each director was carried out by the Nomination & Remuneration Committee and the Board of Directors at their respective meetings held on March 07, 2025. Further, the performance evaluation of the Chairman, the Non-Independent Directors and Board as a whole was also carried out by the Independent Directors at a separately convened meeting held on March 28, 2025. The evaluation framework for assessing the performance of Directors comprised the following key parameters: i. Attendance in Board Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspective or inputs regarding future growth of the Company and performance iv. Effective communication with the management v. Providing of prospective and feedbacks vi. Commitment towards shareholders and other stakeholders

The Directors expressed satisfaction with the evaluation process and its outcomes.

During the financial year under review, the Authorized Share Capital stands Rs. 23,00,00,000 (Rupees Twenty-Three Crores only), divided into 23,00,00,000 (Rupees Twenty Three Crores) Equity Shares of Re. 1/- (Rupee One only) each. There was no change in the Authorised Share Capital of the Company.

During the financial year under review, the Paid-Up Share Capital stands Rs. 72,078,430 (Rupees Seven Crores Twenty Lakhs Seventy Eight Thousand Four Hundred and Thirty only) divided into 72,078,430 (Rupees Seven Crores Twenty Lakhs Seventy Eight Thousand Four Hundred and Thirty) Equity Shares of Re. 1/- (Rupee One only) each.

There was no change in the Paid-Up Share Capital of the Company.

The Company has not bought back any of its securities during the financial year under review.

The Company has not issued any sweat equity shares during the financial year under review.

The Company has not issued any bonus shares during the financial year under review.

The Company has not provided any Employees Stock Option Scheme to the Employees.

The Company has not issued any right issue of shares during the year under review.

During the financial year under review, the Company hasn't issued any shares under Private Placement/ Preferential Allotment.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: (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 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.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hiren Buch Associates, Chartered Accountants, (Firm Registration No: 116131W) were re-appointed as Statutory Auditors of the Company at the 28^th Annual General Meeting of the Company held on September 21, 2023, for a term of 5 (Five) consecutive years, i.e., to hold office from the conclusion of the 28^th Annual General Meeting held in 2023 till the conclusion of the 33^rd Annual General Meeting of the Company to be held in 2028.

The Auditors' Report of Statutory Auditors on the Standalone Financial Statements for the financial year ended March 31, 2025, forms the part of Annual Report.

The Auditors' Report read together with Annexures does not contain any qualifications, reservations and adverse remarks.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on July 04, 2024 re-appointed M/s. Sunil K. Khanna & Co. (Firm Registration No. 000310N) as Internal Auditors of the Company for the financial year 2024- 25.

The Internal Audit Report is self-explanatory and does not contain any qualifications, reservations adverse remarks or disclaimers.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on July 04, 2024 re-appointed M/s Tanisha Srivastava & Associates, Company Secretary in Practice (M. No. 49947 and COP No. 20146) as Secretarial Auditors of the Company for the financial year 2024- 25.

The Secretarial Audit Report for the financial year ended March 31, 2025 received from Secretarial Auditor is annexed as Annexure-I to this Report and also forms the part of Annual Report. The Secretarial Auditor Report is self-explanatory and does not contain any qualifications, reservations adverse remarks or disclaimers. Further, the Board of directors at their meeting held on May 22, 2025, considered and approved the appointment of M/s Tanisha Srivastava & Associates, Company Secretary in Practice (M. No. 49947 and COP No. 20146) as secretarial auditor, for a period of 5 financial years, commencing from financial year 2025-26 to 2029-30, subject to the approval of members at ensuing 30^th Annual General Meeting.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the activity of our Company falls under Non-regulated sectors and hence, cost audit was not applicable to the Company for the financial year under review.

Hence, maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 was also not applicable on the Company.

The Management Discussion and Analysis Report is appended to this Report as Annexure-II.

During the financial year under review, there was no instances of fraud reported by the Auditors pursuant to sub-section 12 of Section 143 of the Companies Act, 2013 to the central government or Audit Committee or the Board against any officers and employees of the Company, therefore nothing is to report by the Board under Section 134 (3) (ca) of the Companies Act, 2013.

The Company has given loan, guarantee and made investment within the compliance of the provisions of Section 186 of the Companies Act, 2013. The notes with its reference are given in Notes to Agenda to the Annual Standalone Financial Statements for the Financial Year ended March 31, 2025.

There are no contracts or arrangement entered into by the Company with related parties as referred to in sub-section (1) of Section 188 of the Companies Act, 2013. Hence sub-section (1) of Section 188 was not applicable and consequently Form AOC-2 is not required to be furnished. All related party transactions that not are covered under sub-section (1) of Section 188 of the

Companies Act, 2013 were entered into by the Company on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

During the financial year under review, the Company took loan from its director for amounting to Rs. 295 Lakhs and the amount of Rs. 50.55 Lakhs stood outstanding at the end of the financial year. The details of the related party transactions provided in Note No. 33 of Notes to the accounts of the Annual Standalone Audited Financial Statements for the financial year ended March 31, 2025.

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 was not applicable to the Company. Therefore, no policy has been developed and implemented on Corporate Social Responsibility initiatives by the Company.

The Company has a robust Risk Management System designed to identify and mitigate risks effectively. For all risk categories-high, medium or low, we have established detailed Action Plans. Over the years, we have developed a deep understanding of our operating and financial risks and work closely with all departments to identify, categorize, and address these risks. Our proactive risk management approach enables us to conduct business efficiently and uphold a world-class Quality Management System.

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:

The Foreign Exchange earnings and outgo during the financial period ended March 31, 2025 is as follows:

The Company has not accepted any deposits from the public, during the financial year, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of financial year 2025.

However, the Company has accepted deposits covered under Rule 2(1)(c) of Companies (Acceptance of Deposits), 2014 as a loan/ facility from Scheduled Banks defined by Reserve Bank of India and the disclosure of the same is provided in the notes to annual audited standalone financial statements forming part of the Annual Report.

No significant and material order has been passed by the regulators, courts or tribunals impacting the going concern status or the Company's operations in the future.

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.

Hence, Corporate Governance Report and compliance certificate regarding compliance of conditions of corporate governance does not form a part of this Board Report, though we are committed for the best corporate governance practices.

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year under review, such controls were tested and no reportable material weakness in the design or operations was observed.

The Company has complied with the applicable secretarial standards on the Meetings of the Board of Directors (SS-1) and general meetings (SS-2) issued by Institute of Company Secretaries of India "ICSI" and approved by Central Government under Section 118 (10) of the Companies Act, 2013. The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with provisions relating to the constitution of Internal Complaints Committee under the Act.

The Company is committed to provide a safe and conducive work environment to its employees. To this end, we have implemented rigorous safety protocols and standards to minimize risk and ensure the health and safety of our workforce. We continually review and update our practices to adhere to the highest industry standards and regulatory requirements. Your directors further state that during the financial year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A report on the same has been filed with the District Officer Noida via mail and hard copy.

The Company has established a robust Vigil Mechanism/ Whistle Blower Policy in accordance with provisions of Section 177(9) of the Companies Act, 2013 to provide a formal mechanism to its Directors and Employees of the Company for reporting any unethical behavior, breach of any statute, actual or suspected fraud that results in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences.

Directors and Employees of the Company were regularly updated about the policies of the Company.

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"), the Company has adopted a comprehensive Code of Conduct to regulate, monitor and report trading by Insiders for Prevention of Insider Trading for its Designated Persons, their immediate relatives and Insiders. The code prohibits dealing the securities of the Company by designated persons, their immediate relatives and insiders while they are in possession of Unpublished Price Sensitive Information during the period of closing of trading window. The Board of Directors are taking adequate steps to keep the insiders, designated persons and employees consistently updated with the code. The Board also confirmed compliance with the code during the financial year under review.

During the financial year under year, the Board of Directors at their meeting held on November

01, 2024, considered and approved the deviation of Initial Public Offer "IPO" Proceeds for amounting to Rs. 243.40 lakhs (Rupees Two Hundred Forty-Three and Forty Lakhs only), originally allocated to "General Corporate Expenses" towards the "Working Capital" requirements of the Company, subject to the approval of the members of the Company at ensuing Extraordinary General Meeting.

Further, the Board of Directors at their meeting held on November 14, 2024, considered and approved the variation of Initial Public Offer "IPO" Proceeds by carry forward the unutilized amount of Rs. 333.25/- lakhs (Rupees Three Hundred Thirty-Three and Point Twenty-Five Lakhs only) from the financial year ended March 31, 2024, to the financial year ending March 31, 2025, in alignment with the Company's strategic objectives and in the best interest of the shareholders. This non-adherence come to the knowledge of the Board, and upon being noticed, the Company took the requisite approvals. The members of the Company considered and approved the following agendas in their Extraordinary General Meeting held on November 28, 2024.

As of March 31, 2025, the entire amount of IPO funds has been utilized and the Company has complained and submitted all relevant declarations.

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The percentage increase in the remuneration of each director: Nil.

b) The percentage increase in the median remuneration of employees in the financial year: 8- 10% approx.

c) The number of permanent employees on the rolls of the Company as on March 31, 2025: 11.

d) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not applicable

e) Affirmation that the remuneration is as per the remuneration policy of the Company: Yes

f) Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed: None of the employees were in receipt of remuneration above 8 lakh 50 thousand per month or Rs. One crore Two lakhs per annum and above.

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

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

The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

Your directors thank the shareholders, customers, suppliers, employees, bankers and all other stakeholders for their wholehearted support during the financial year and look forward to their continued support in the years ahead.