Director's Report

Dear Member(s),

The Board of Directors of your Company takes pleasure in presenting the Twenty Nineth (29th) 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, 2024. 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.

FINANCIAL PERFORMANCE

The financial performance of the Company for the current financial year 2023-24 as compared to previous financial year 2022-23 is summarized as follows:

(Amount in Rs. Lacs)

ANNUAL RETURN

Pursuant to Section 92(3), 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2024 in Form MGT-7 is available at the website of the Company under investor relation head at www.ishanglobal.com.

DIVIDEND

Your Company required funds to fuel business growth and expansion, therefore, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2024. This decision was taken by the management of the Company with a view to reinvest the profits of the Company to support long term objectives and strengthen its market position.

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.

RESERVES

Details with regard to the amount transferred to reserves are provided in the Note No. 14 to the notes to annual audited standalone financial statements forming part of the Annual Report. COMPOSITION OF THE BOARD OF DIRECTORS AND NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEW BOARD OF DIRECTORS

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.

MEETINGS

The Board of Directors shall meet at least four (4) times in a year within a gap of one hundred and twenty days (120) between two (2) consecutive meetings. During the financial year under review, the Board of Directors met 8 (Eight) times as on April 25, 2023, June 02, 2023, August 03, 2023, August 24, 2023, November 09, 2023, December 14, 2023, January 29, 2024 and March 29, 2024.

ATTENDANCE

CHANGES IN THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR UNDER REVIEW RESIGNATION OF INDEPENDENT DIRECTOR

Mr. Mandyam Komandur Srinivas (DIN: 08953709), Independent Director of the Company has resigned from his position from the closure of the working hours of March 31, 2023. The Board took note of the same at their meeting held on April 25, 2024.

APPOINTMENT OF INDEPENDENT DIRECTOR

During the financial year under review, the Board on the recommendation of Nomination and Remuneration Committee, in its meeting held on June02 , 2023 has approved, the appointment of Mr. Nadish Satyaprakash Bhatia (DIN: 03564903) as an Additional Independent Director of the Company. The Board further approved the regularization of Mr. Nadish Satyaprakash Bhatia (DIN: 03564903) at their meeting held on August 03, 2024 and recommend to the members, the appointment of Mr. Nadish Satyaprakash Bhatia (DIN: 03564903) as an Additional Independent Director and regularization as Director of the Company for a term of 5 consecutive financial years. The members of the Company at their Extraordinary General Meeting held on August 26, 2023 considered and approved the appointment the said appointment.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent director appointed during the year.

Mr. Nadish Bhatia is a professional with over 25 years of diverse experience spanning advertising, marketing, communication, films, entertainment, and public relations. He has done his diploma in marketing from Symbiosis Institute of Management in Pune in 1993. Throughout his career, he has demonstrated a keen ability to integrate multiple disciplines, managing international brands with a proactive and comprehensive approach. His professional journey includes significant roles with prominent firms such as O&M, RK Swamy, Percept, Lintas, Percept Pictures, and Mukta Arts. This extensive background has honed his skills and craft, enabling him to offer a well-rounded perspective on brand management. Known for his strategic insight and ability to drive results. Mr. Nadish Bhatia was appointed as Independent Director of the Company. Over the past year, he has been instrumental in guiding for Company's growth and development, leveraging his vast expertise to provide valuable strategic direction.

COMPOSITION OF THE COMMITTEES OF THE BOARD AND NUMBER OF MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEW COMMITTEES OF THE BOARD

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 recommendation / suggestions were accepted by the Board.

COMPOSITION

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.

The composition of Audit Committee at the commencement of the financial year was as follows:

However, Chairman of the Audit Committee Mr. Mandyam Komandur Srinivas (DIN: 08953709) has resigned w.e.f. March 31, 2023 and therefore, the Board of Directors reconstituted the composition of the Audit Committee w.e.f. August 03, 2023 as follows:

MEETINGS

The Audit Committee shall meet at least four (4) times in a year within a gap of one hundred and twenty days (120) between two (2) consecutive meetings. During the financial year under review, the Audit Committee members met 7 (Seven) times as on April 25, 2023, June 02, 2023, August 03, 2023, August 24, 2023, November 09, 2023, December 14, 2023 and March 29, 2024.

ATTENDANCE

COMPOSITION

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 at the commencement of the financial year was as follows:

However, Chairman of the Nomination and Remuneration Committee Mr. Mandyam Komandur Srinivas (DIN: 08953709) has resigned w.e.f. March 31, 2023 and therefore, the Board of Directors reconstituted the composition of the Nomination and Remuneration Committee w.e.f. August 03, 2023 as follows:

MEETINGS

The Nomination and Remuneration Committee shall meet at Once (1) in a year. During the financial year under review, the Nomination and Remuneration Committee members met 2 (Two) times as on June02 , 2023 and March29 , 2024.

ATTENDANCE

C. STAKEHOLDERS RELATIONSHIP COMMITTEE COMPOSITION

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 at the commencement of the financial year was as follows:

However, Chairman of the Stakeholder's Relationship Committee Mr. Mandyam Komandur Srinivas (DIN: 08953709)has resigned w.e.f . March 31, 2023 and therefore, the Board of Directors reconstituted the composition of the Stakeholder's Relationship Committee w.e.f. August 03, 2023 as follows:

MEETINGS

The Stakeholders Relationship Committee shall meet at Once (1) in a year. During the financial year under review, the Committee members met on August03 , 2023.

ATTENDANCE

CHANGE IN KEY MANAGERIAL PERSONNEL

Mr. Ketan Chaurasia (M. No. A56841), Company Secretary and Compliance Officer of the Company resigned from his position w.e.f. March 14, 2023 and the Board at its meeting held on March29 , 2024 considered and took note of the same. Thereafter, on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on March 29, 2024 considered and approved the appointment of Ms. Divya (M. No. A68457), as Company Secretary and Compliance Officer of the Company with immediate effect to fill the vacancy causeddue to resignation of previous Company Secretary.

COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AT THE END OF FINANCIAL YEAR

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OF COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, there are 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.

STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

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. 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.

DIRECTOR'S RESPONSIBILITY STATEMENT

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) thedirectors ha d 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.

DECLARATION ON COMPANY'S POLICY ON DIRECTOR APPOINTMENT, REMUNERATION AND OTHER MATTERS UNDER SUB-SECTION 3 OF SECTION 178 OF COMPANIES ACT, 2013

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 of 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.

DIRECTOR LIABLE TO RETIRE BY ROTATION AND SUBSEQUENT REAPPOINTMENT

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, two-third of the total no. of Directors excluding Independent Directors, are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for re-appointment at ensuing Annual General Meeting. Mr. Shantanu Srivastava, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company, recommends his re-appointment for consideration by the members of the Company at the ensuing 29thAnnual 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 Annual General Meeting.

DETAILS OF APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS

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.

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

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.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is appended to this Reportas Annexure-1.

AUDIT AND AUDITOR'S REPORT STATUTORY AUDITORS

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 28th 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 28th Annual General Meeting held in 2023 till the conclusion of the 33rd 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, 2024 forms the part of Annual Report. The Auditors' Report read together with Annexures referred to in the Auditors' Report does not contain any qualification, reservationand adverse remark.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Board of Directors of the Company at their meeting held on August 03, 2023 re-appointed M/s. Sunil K. Khanna & Co. (Firm Registration No. 000310N) as Internal Auditors of the Company for the financial year2023 -24. The Internal Audit Report has been placed before the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company's internal financial control, relating to strengthening the Company's risk management policies and systems. The Internal Audit Report is self-explanatory and does not contain any qualification, reservation adverse remark or disclaimer.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in their meeting held on August 03, 2023 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 2023-24. The Secretarial Audit Report has been placed before the Audit Committee. The Secretarial Audit Report for the financial year ended March 31, 2024 received from Secretarial Auditor is annexed as Annexure-2 to this Report and also forms the part of Annual Report. The Secretarial Auditor Report is self-explanatory and does not contain any qualification, reservation adverse remark or disclaimer.

COST AUDITORS

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 is 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 is also not applicable on the Company.

RISK MANAGEMENT SYSTEM

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 enables us to conduct business efficiently and uphold a world-class Quality Management System.

DETIALS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE FINANCIAL YEAR

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year under review, no Company became or ceased as Holding, Subsidiary and Associate Companiesof the Company . Your Company had entered in joint venture with SD Corporation on February 13, 2023. However, due to nil revenue generation in joint venture by SD Corporation, the Board of Directors at their meeting held on August 03, 2023 approved the cancellation of joint venture with SD Corporation and this decision was subsequently approved by the members of the Company at their 28th Annual General Meeting held on September 21, 2023.

Therefore, at the end of the financial year, the Company doesn't have any joint venture.

COMPLIANCE WITH SECRETARIAL STANDARDS

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 wasadequate and operating effectively.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board has conducted an evaluation of its own performance, as well as the performance of individual Directors, its committees, and the Chairman of the Board. The evaluation framework for assessing the performance of Directors comprises of 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 evaluation of the Board's overall functioning, its committees, and individual directors considered factors such as experience, expertise, and the performance of specific duties and obligations. The Directors expressed satisfaction with the evaluation process and its outcomes. The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at theirseparate meeting held March 30, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF COMPANIES ACT, 2013

There are no contracts or arrangement entered into by the Company with related parties as refereed to in sub-section (1) of Section 188 of the Companies Act, 2013. Hence sub-section (1) of Section 188 is 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 materiallysignificant 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, no related party transaction has been placed before the Audit Committee for their approval. 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, 2024

SHARE CAPITAL AUTHORISED SHARE CAPITAL

During the financial year under review, the Board of Directors at their meeting held on December 14, 2023 has approved increase of Authorised Share Capital of the Company from Rs. 10,00,00,000/- (Rupees Ten Crores only), divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 23,00,00,000 (Rupees Twenty-Three Crores only), divided into 2,30,00,000 (Two Crore Thirty Lacs) Equity Shares of Rs. l0/- (Rupees Ten only) each, by creation of additional 1,30,00,000 (One Crore Thirty Lacs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each. The Board after the approval of increase of share capital, at the same meeting approved the subdivision of value of Equity Share of Rs. 10/- (Rupees Ten only) each into Re. 1/- (Rupee One only) each, subsequently, the Authorized Share Capital has been changed from Rs. 23,00,00,000 (Rupees Twenty-Three Crores only), divided into 2,30,00,000 (Two Crore Thirty Lacs) Equity Shares of Rs. l0/- (Rupees Ten only) each to 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, both events were approved by the members at their Extraordinary General Meeting held on January 15, 2024. The Authorized Share Capital at the end of financial year under review 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.

PAID-UP SHARE CAPITAL

The Paid-Up Share Capital at the beginning of the financial year under review was Rs. 72,078,430 (Rupees Seven Crores Twenty Lacs Seventy Eight Thousand Four Hundred and Thirty only) divided into 72,07,843 (Seventy Two Lacs Seven Thousand Eight Hundred and Forty Three) Equity Shares of Rs. 10/-(Rupees Ten only) each.

The Board of Directors at theirmeeting held on December 14, 2023 has approved sub-division of Equity Shares value from Rs. 10/- (Rupees Ten only) each to Re. 1/- (Rupee One only) each, consequently the Paid-up share capital is revised as Rs. 72,078,430 (Rupees Seven Crores Twenty Lacs Seventy Eight Thousand Four Hundred and Thirty only) divided into 72,078,430 (Rupees Seven Crores Twenty Lacs Seventy Eight Thousand Four Hundred and Thirty) Equity Shares of Re. 1/- (Rupee One only) each. Thereafter, the Board of Directors at the same meeting held on approved the Bonus issue in the proportion of 2 (Two) Bonus Shares for every 1 (One) Equity Share held and the both events were approved by the members at their Extraordinary General Meeting of the Company at their January 15, 2024. After the receipt of in principle approval from the exchange for the said bonus issue, the Board at their meeting held on January 29, 2024 approved the allotment of 14,41,56,860 (Fourteen Crores Forty One Lacs Fifty Six Thousand Eight Hundred and Sixty) Equity Shares of Re. 1/- (Rupees One only) each to the members holding shares as on record date i.e. January 25, 2024. The Paid-Up Share Capital at the end of financial year under review stands Rs. 21,62,35,290/- (Rupees Twenty One Crores Sixty Two Lacs Thirty Five Thousand Two Hundred and Ninety Only), divided into 21,62,35 ,290/- (Twenty One Crores Sixty Two Lacs Thirty Five Thousand Two Hundred and Ninety) of Re. 1/-(Rupee One e ach).

A. BUY BACK OF SECURITIES

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

B. SWEAT EQUITY

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

C. BONUS ISSUE

The Board of Directors at their meeting held on December 14, 2023 approved the Bonus issue in the proportion of 2 (Two) Bonus Shares for every 1 (One) Equity Share held and the same was approved by the members at their Extraordinary General Meeting of the Company at their January 15, 2024.

The Company has complied with all regulatory requirements and approval of National Stock Exchange of India Limited was received on January 25, 2024 for the said bonus issue of equity shares. After the receipt of in principle approval from the exchange, the Board at their meeting held on January 29, 2024 approved the allotment of 14,41,56,860 (Fourteen Crores Forty One Lacs Fifty Six Thousand Eight Hundred and Sixty) Equity Shares of Re. 1/- (Rupees One only) each by capitalization of Rs. 14,41,56,860 (Fourteen Crores Forty One Lacs Fifty Six Thousand Eight Hundred and Sixty) standing to the credit of the Company's Reserves & Surplus Account to the members whose name appeared in the Registrar of Members maintained by the Company as on the record date i.e. January 25, 2024.

D. EMPLOYEE STOCK OPTION PLAN

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

E. RIGHT ISSUE

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

F. PRIVATE PLACEMENT/ PREFERENTIAL ALLOTMENT

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

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

WHISTLE BLOWER/ VIGIL MECHANISM

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.

DEPOSITS

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 2024. However, the Company has accepted deposits covered under Rule 2(1)(c) of Companies (Acceptance of Deposits), 2014 for amounting to Rs. 603.35/- lacs (Rupees Six Hundred Three Point Thirty Five Lacs only) 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 theAnnual Report.

CODE FOR PREVENTION OF INSIDER TRADING

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 codeduring the financial year under review.

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) of the Companies Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:

CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo during the financial period ended March 31, 2024 is as follows

(Amount in Rs. Lacs)

NATURE OF BUSINESS AND CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

STATEMENT ON DEVIATION AND VARIATION OF FUNDS

During the financial year under review, the Company has applied funds received from the Initial Public Offering (IPO) as follows:

i. An amount of Rs. 350 lacs (Three Hundred and Fifty Lacs only) has been invested in Race Envision Private Limited after cancellation of joint venture with SD Corporation. The Board of Directors at their meeting held on December 14, 2023 approved investment in Race Envision Private Limited via right issue of 3,50,000 (Three Lac and Fifty Thousand) Equity Shares of Rs. 100/-(Rupees Hundredonly) each including p remium of Rs. 90/-(Rupees Ninety only) per share and the same was approved by the members of the Company at their 28th Annual General Meeting held on September 21, 2023.

ii. An amount of Rs. 194 lacs (One Hundred and Ninety Four Lacs only) was allotted for the expenses of the Issue. However, the actual expenses incurred were Rs. 96.8 Lacs (Ninety Six Point Eight Lacs only) and a balance of Rs. 97.2 (Ninety Seven Point Two Lacs only) was remained unspent. The Board of Directors at their meeting held on August 03, 2023 approved the shifting of this remaining amount to working capital and the same was approved by the members of the Company at their 28thAnnual General Meeting held on September 21, 2023.

Funds allotted for General Corporate Expenses have not been utilized within the specified timeframe. In this regard, the Directors stated that, any unutilized funds can be carried forward to subsequent financial years as per prospectus and the management of the Company remains committed to deploying these funds effectively and in alignment with our strategic objectives and the interests of our shareholders.

CORPORATE GOVERNANCE REPORT

Provisions relating to Corporate Governance Report as under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are not applicable to SME listed Company. Therefore, Corporate Governance Report and compliance certificate regarding compliance of conditionsof corporate governance is not annexed to this Board Report.

PARTICULARS OF EMPLOYEES

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: 6-10% approx.

c) The number of permanent employees on the rolls of the Company as on March 31, 2024:19.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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, 2024.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND UP TO THE DATE OF THE REPORT

The Company has capitalized its reserves by issuing and allotting 14,41,56,860 (Fourteen Crores Forty One Lacs Fifty Six Thousand Eight Hundred and Sixty) Equity Shares of Re. 1/- (Rupee One only) each to its members. Apart from this, there have been no material changes or commitments between the end of the financial year to which the financial statements pertain and the date of this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in 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 was observed.

STATE OF COMPANY'S AFFAIRS

Please refer to the Chairman and Managing Director's speech.

ACKNOWLEDGEMENTS

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.