డైరెక్టర్ల నివేదిక Ishwarshakti Holdings & Traders Ltd.

Mar 31, 2025

Your Board of Director''s are pleased to present the 42nd Annual Report of the Ishwarshakti Holdings & Traders Limited ("the Company") on the business and operations together with Audited Financial Statements for the Financial Year ended March 31, 2025.

1. STATE OF COMPANIES AFFAIRS AND BUSINESS OVERVIEW:a. SUMMARY OF THE FINANCIAL RESULTS:

(Rs. in Thousand) Except earnings per share
Particulars	2024-25	2023-24
Revenue from operations (Net)	15,570.60	19,559.58
Other Income	899.96	819.82
Total Income	16,470.56	20,379.40
Total Expenses (Net)	18,106.18	16,724.55
Profit /(Loss) before Tax	(1635.62)	3,654.85
Tax Expenses:
Current Tax	-	592.11
Earlier year tax	(16.10)	-
Mat Credit	-	8.85
Deferred Tax	87.03	20.93
Total Tax Expense	70.93	621.89
Profit/ (Loss) from the Continuing operations for the year	(1706.55)	3,032.96
Other Compressive Income	248.76	-
Total Compressive Income / (Losses)	(1457.79)	3,032.96
Earning per Equity Shares (Face Value of Rs. 10/-)
Basic Earnings Per Share	(1.19)	2.11
Diluted Earnings Per Share	(0.97)	2.11

b. HIGHLIGHTS OF COMPANY''S PERFORMANCE:

Your Company has reported total income of Rs. 1,64,70,560 for the year ended March 31, 2025 as compared to Rs. 2,03,79,400 for the year ended March 31, 2024. The Company has loss before tax of Rs. 16,35,620 for the year ended March 31, 2025 as compared profit before tax of Rs. 36,54,850 for the year ended March 31, 2024.

2. DIVIDEND & APPROPRIATIONS:

The Board of Directors of your company, after considering holistically the relevant circumstances and on account of accumulated losses and in order to conserve the resources, the Company has decided that it would be prudent not to recommend any dividend for the financial year ended March 31, 2025.

3. TRANSFER TO RESERVES:

Due to accumulated losses, your Company do not propose to transfer any amount to General Reserves for the year ended March 31, 2025. Details of reserve and surplus are provided in Note No. 17 of the Financial Statement.

4. NATURE OF THE BUSINESS

The Company is engaged in the investment business. During the year under review, there were no changes in nature of the business of your Company.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There have been no such material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year to which the Financial Statements relates and the date of this Report except the following.

Ms. Chandni Lohar has been appointed as Company Secretary & Compliance Officer of the Company w.e.f May 02, 2025.

6. SHARE CAPITAL STRUCTURE AND CHANGES THEREIN:
Particulars as on March 31, 2025	Amount in Rupees
Authorised Share Capital
20,00,000 Equity Shares of Rs. 10/- each	2,00,00,000
30,00,000 Preference Shares of Rs. 10/- each	3,00,00,000
Total	5,00,00,000
Issued, Subscribed and Paid up Share Capital
14,40,000 Equity Shares of Rs. 10/- each	1,44,00,000
12,00,000 Preference Shares of Rs. 10/- each	1,20,00,000
Total	2,64,00,000

During the year under review, your Company has increased its Authorised Share Capital from Rs. 2,00,00,000 to Rs. 5,00,00,000. The Company has also allotted 12,00,000 preference shares of Rs. 10 each aggregating to Rs. 1,20,00,000 on private placement basis.

7. HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Your Company has no subsidiaries, joint ventures or associate companies. During the year under review, no company ceased as subsidiary, joint venture or associate of the Company. Hence the details of this clause are not applicable to the Company.

8. TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), there is no unpaid or unclaimed Share Application Money / dividends which are required to be transferred by the Company to the IEPF.

9. EXTRACTS OF ANNUAL RETURN:

Pursuant to section 92(3) and section 134(3)(9) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return of the Company for the Financial Year March 31, 2025 is available on the website of the Company under the ''Investor Communications'' section of the Company''s website.

10. BOARD OF DIRECTORS:

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. The Directors on the Board have a proven track record in the field of finance, taxation, accounting and management. The Directors of the Company have been appointed keeping in mind the Company''s size, complexity and business.

In the opinion of the Board, all the directors, as well as the directors re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

During the year under review, the Board comprised of below mentioned 7 (Seven) Directors:
	Sr. No.	Name of the Directors	Designation
	1.	Mrs. Geeta K. Seksaria (DIN: 06960055)	Chairperson & Managing Director
	2.	Mr. Kailashchandra Seksaria (DIN: 00115565)	Executive Director
	3.	Mr. Vinay K. Seksaria (DIN: 00116582)	Executive Director
	4.	Mr. Vivek Seksaria (DIN: 00116698)	Executive Director
	5.	Mr. Yashasvi Seksaria (DIN: 06967653)	Executive Director
	6.	Mr. Deepak Kumar Bubna (DIN: 05144658)	Independent Director
	7.	Mr. Vijaykumar Jatia (DIN: 00096977)	Independent Director

Director retiring by rotation

During the year under review, in terms of Section 152 of the Act, Mrs. Geeta Seksaria (DIN: 06960055), Managing Director of the Company is liable to retire by rotation and being eligible has offered herself for re-appointment in ensuing Annual General Meeting. The Board recommends her re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting. A brief profile along with the resolution seeking members'' approval for her appointment forms part of the notice convening the ensuing Annual General Meeting.

During the year under review, the following were the Key Managerial Personal ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name	Designation	Date of Appointment
1.	Geeta Seksaria	Chairperson & Managing Director	08/09/2014
2.	Shyamsunder Hariprasad Agarwal	Chief Financial Officer	14/06/2019
3.	Sameer Khedekar*	Company Secretary & Compliance Officer	15/04/2019
*Mr. Sameer Khedekar has resigned as Company Secretary & Compliance Officer w.e.f February 14, 2025. Ms. Chandni Lohar has been appointed as Company Secretary & Compliance Officer w.e.f May 2, 2025

12. MEETINGS OF THE BOARD OF DIRECTORS:

As per section 173 of the Companies Act 2013, the Board is required to hold a minimum number of four meetings during the year. During the financial year 2024-25, the Board met Six (6) times viz. May 30, 2024, August 6, 2024, August 30, 2024, November 12, 2024, December 24, 2024 and January 30, 2025. The intervening gap between the Board Meetings was within the limits prescribed under the Act and the Rules made there under and as per Secretarial Standards on Board Meeting and SEBI (LODR) Regulations, 2015.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the asset of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

14.AUDIT COMMITTEE:

During the year under review, the Audit Committee comprised of Three Directors of whom Two Directors,

including the Chairman are Independent. All the Members of the Committee possess strong accounting

and financial management knowledge.

During the period under review, Audit Committee met Four (4) times viz. May 30, 2024, August 6, 2024,

November 12, 2024 and January 30, 2025.

The role of the Audit Committee is in accordance with the provisions of regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called as SEBI (LODR), Regulations, 2015) and the terms of reference specified under Section 177 of the Act.

The terms of reference for the Audit Committee include:

• Examination of Financial Statement and Statutory Auditors'' report thereon and discussion of any related issues with the Internal & Statutory Auditors and the management of the Company.

• Review of Financial Statement before their submission to the Board, including Directors'' Responsibility Statement, changes in accounting policies and practices, statutory compliances and qualification in draft audit report.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Scrutiny of inter-corporate loans and investments.

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

• Valuation of internal financial controls.

• Valuation of risk management system.

• Monitoring end use of funds raised through public offers and related matters.

• Establishing a vigil mechanism for Directors and employees to report genuine concerns and to make provision for direct access to the Chairperson of the Committee in appropriate or exceptional cases and review its findings.

• Review of Company''s financial reporting processes and the disclosure of financial information to ensure that the Financial Statement is correct, sufficient and credible.

• Look into reasons for substantial defaults in payments to stakeholders.

• Approval of appointment of CFO or any other person heading Finance function after assessing the qualifications, experience, background etc. of the candidate.

• Recommendation for appointment, remuneration and terms of appointment of the Statutory Auditors of the Company.

• Review and monitor the Auditor''s independence and performance, effectiveness of audit process and adequacy of internal control systems.

• Call for comments of the Statutory Auditors about internal control system, the scope of audit, including the observations of the Statutory Auditors.

• Reviewing the adequacy of the Internal Audit function including the structure of the Internal Audit department, Staffing and Seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit.

• Discussion with statutory auditors before the audit commences, about nature and scope of audit as well as post audit discussion to ascertain any area of concern.

• Reviewing findings of any internal investigation into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

• The Chairman of the Committee to attend the General Meeting to respond to the queries of shareholders.

Recommendation of Audit Committee

During the period under review, there were no instances of non-acceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

15. NOMINATION AND REMUNERATION COMMITTEE:

The purpose of the Nomination and Remuneration Committee is to assist the Board in ensuring that the Board and Committee retain an appropriate structure, size and balance of skills to support the strategic objectives and values of the Company. The NRC assists the Board in meeting its responsibilities regarding the determination, implementation and oversight of senior management remuneration arrangements to enable the recruitment, motivation and retention of senior management.

During the period under review, Nomination and Remuneration Committee met One (1) time viz. November 12, 2024.

The terms of reference for the Nomination and Remuneration Committee Include:

• To formulate a Nomination and Remuneration Policy on:

- determining qualifications, positive attributes and independence of a director.

- guiding remuneration of Directors, Key Managerial Personnel ("KMP") and other employees and Board diversity.

• Recommend Nomination and Remuneration Policy to the Board.

• Identify candidates who are qualified to become Directors.

• Identify persons who are qualified to become Senior Management (Senior Management of the Company means employees of the Company who are Divisional Heads and Corporate Functional Heads).

• Recommend to the Board the appointment and removal of Directors and Senior Management.

• Lay down the process for evaluation of the performance of every Director on the Board.

• The Chairman of the Committee to attend the General Meeting to respond to the queries of shareholders

16. CORPORATE SOCIAL RESPONSIBILTY

The provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) rules, 2014 are not applicable to your Company and hence your Company is not required to adopt the CSR policy or constitute CSR Committee during the year under review.

17. VIGIL MECHANISM & WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, the Company has formed a Whistle Blower Policy and has established the necessary Vigil Mechanism for directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of person who use this mechanism and direct access to the Chairperson. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the Financial Year under review. There was no instance of such reporting during the financial year ended March 31, 2025. The Vigil Mechanism Policy is available on the website of the Company.

18. PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS:

Although not applicable, the Board of Directors has carried out an annual evaluation of its own performance, Board, Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated

19. CORPORATE GOVERNANCE:

In terms of regulation 15(2) of Chapter- IV of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, Regulations 17 to 27 and clause (b) to (i) and (t) of sub regulation 46 and para C, D and E of Schedule V do not apply to our Company, being the Paid up Share Capital of the Company was below Rs. 10 Crores and that Net Worth of the Company was below Rs. 25 Crores as on Financial Year 2024-25.

Report on Corporate Governance and other related applicable details are therefore not furnished in view of its non-applicability, as aforesaid.

20. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year, were on arm''s length basis and in the ordinary course of Company''s business and is in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and SEBI Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report.

The company has not entered into any transaction which has any potential conflict with the interest of the company at large.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance. In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy on dealing with Related Party Transactions (''RPTs'') and the same is available on the website of the Company.

The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material and exceeding the prescribed ceiling, as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requiring the prior approval of the Members.

Related party transactions under Accounting Standard - AS 18 are disclosed in the notes to the financial statements. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in ''Annexure A'' in Form AOC-2 and forms part of this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure B'' and forms part of this Report.

22. I NDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on January 30, 2025 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from Independent Directors confirming that he is not disqualified from appointing / continuing as Independent Director as laid down in section 149(6) of the Companies Act, 2013 and

Regulation 16(1)(b) of SEBI LODR Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR) Regulations.

There has been no change in the circumstances which may affect their status as independent director during the year.

Terms and conditions for appointment of Independent Directors is available on the website of the Company

25. PUBLIC DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit from public within the meaning of Section 73 and 74 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loans, guarantees or investment made under the provisions of section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements provided in the Annual Report.

27. AUDITORS AND THEIR REPORT:Statutory Auditor:

M/s. B L Dasharda & Associates, Chartered Accountants (Firm Registration No. 112615W), have been appointed as the Statutory Auditors of the Company for the first term of 5 consecutive years to hold office commencing from the conclusion of the 37^th AGM till the conclusion of the 42^nd AGM to be held in the year 2025.

M/s. B L Dasharda & Associates are due to retire at the ensuing 42^nd Annual General Meeting of the Company. M/s. B L Dasharda & Associates have confirmed that they are eligible to be re-appointed in accordance with the provisions of the Act and Rules made thereunder. The Board of Directors, upon the recommendation of the Audit Committee, propose the reappointment of M/s. B L Dasharda & Associates for a second term of five (5) consecutive years, to the shareholders for their approval. Resolution seeking your approval forms part of the Notice convening the Annual General Meeting. Further, as required under the relevant regulation of SEBI Listing Regulations the M/s. B L Dasharda & Associates had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.

Unmodified Statutory Auditor Reports:

The Statutory Auditors'' Reports on the Annual Audited Financial Statements for the financial year 2024-25 forms part of the Annual Report and are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

Secretarial Auditors:

In terms of Section 204 of the Act read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014, the Board appointed M/s. Milan Mehta & Associates, Practicing Company Secretaries (CP: 4826), Mumbai for conducting the Secretarial Audit for the financial year ended March 31, 2025.

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the company, in their respective meeting dated May 15, 2025, have approved and recommended for approval of the Members, the appointment of M/s. Aabid & Co., Company Secretaries (COP No. 6625 and Membership No. F6579) as the Secretarial Auditor of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30.

A detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening this AGM.

The Secretarial Audit report for the financial year ended March 31, 2025 in Form MR-3 is attached as ''Annexure D'' and forms an integral part of this report. The report of the Secretarial Auditor does not contain any qualifications, reservations or adverse remarks, therefore, no details are required to be disclosed.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, on recommendation of Audit Committee, the Board in the Board meeting held on May 15, 2025 has appointed M/s. M.R.V. & Associates, Chartered Accountants as Internal Auditor of the Company for the year 2025-26.

28. REPORTING OF FRAUDS BY AUDITORS:

During the financial year under review, neither the Statutory Auditor nor the Secretarial Auditor or any other auditor, have reported to the Audit Committee or the Board of Directors of the Company, any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act.

29. PARTICULARS AS PER SECTION 197 OF THE COMPANIES ACT, 2013:

Statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given, as none of the employees of the Company is covered under the provisions of the said section.

A statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in ''Annexure C'' forms part of this Report in the same Annexure.

30. LISTING:

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited as on March 31, 2025. The Company has paid the Listing fees to the Stock Exchanges for the financial year 2024-25.

31.OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Regarding the Sexual Harassment of Women at the work place (Prevention, Prohibition & Redressal) Act, 2013, the Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported. The Company is having below 10 (Ten) employees including temporary employees, hence there is no need to constitute Internal Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, but the company is dedicated to provide healthy workplace environment and has the system internally to oversee these kind of matters if any arises.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder is not applicable to your Company as the Company is having below 10 (Ten) employees including temporary employees. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

33. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 2 Female Employees: 2 Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

34. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that the applicable mandatory Secretarial Standards ("SS"), i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by the Company.

36. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING FOR AGM:

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. Your company has made necessary arrangements to provide facility of remote e-voting. The details regarding e-voting facility is being given with the notice of the Meeting.

37. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed M/s. Bigshare Services Pvt. Ltd., 1^st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Apartments (next to Keys Hotel), Marol Maroshi Road, Andheri East, Mumbai - 400059 as its Registrar & Share Transfer Agent for handling transfer of shares and other work related to share registry.

38. COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT:

Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and also accounts and records are not need to be maintained.

39. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The details of significant material order passed by National Company Law Tribunals which may impact the going concern status of the Company and its future operations is as mentioned below:

The National Company Law Tribunals (NCLT) has passed order dated April 04, 2024 for compromise and arrangement with Creditors and Members under section 230(8) of the Companies Act, 2013 (Composite scheme of Arrangement under section 230-232 of the Companies Act, 2013) between your Company and Seksaria Finance Limited.

40. MANAGEMENT DISCUSSION AND ANALYSIS:

Your company plans to increase its business during the next financial year which will help to improve your company profitability during the year.

41. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, the Company has not made or received any application under IBC and there is no proceeding pending under the said code at the end of the financial year.

42. 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:

During the year under review, the Company has not entered into any one-time settlement and therefore, no disclosure in this regard is required.

43. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS:

Business Risk Evaluation and its management is an ongoing process within the organization. The Company has a healthy risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The Company has in place adequate system of internal control with reference to financial transactions commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Company''s Policy safeguarding of it assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

44. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation to all the employees of the Company for the support and co-operation received during the year. The Directors would also like to thank the shareholders, investors, bankers, statutory authorities and all organizations connected with its business.

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Mar 31, 2024

Your Director''s are pleased to present the 41^st Board Report and the Audited Accounts for the
financial year ended March 31, 2024.

SUMMARY OF THE FINANCIAL RESULTS:

(Rs. in Thousand)

Particulars	2023-24	2022-23 (Post demerger)	2022-23 (Pre¬ demerger)
Revenue from operations (Net)	19,559.58	12,084.89	12,202.17
Other Income	819.82	51.77	51.77
Total Income	20,379.40	12,136.66	12,253.94
Total Expenses (Net)	16,724.55	13,372.10	13,372.10
Profit /(Loss) before Tax	3,654.85	(1,235.44)	(1,118.16)
Tax Expenses
Current Tax	592.11	(18.30)	-
Earlier year tax	-	1.31	1.31
Mat Credit	8.85	-	-
Deferred Tax	20.93	0.27	0.27
Total Tax Expense	621.89	(16.72)	1.58
Profit/ (Loss) from the Continuing operations for the year.	3,032.96	(1,218.72)	(1,119.74)
Other Compressive Income	-	206.60	(17,034.38)
Total Compressive Income / (Losses)	3,032.96	(1,012.13)	(18,154.12)
Basic & Diluted Earnings Per Share	2.11	(0.85)	(0.78)

COMPANY''S PERFORMANCE:

The total income of the Company for the year ended 31^st March, 2024 stood at Rs. 20,379.40 Thousand
(previous year (post demerger) Rs. 12,136.66 Thousand). The Company has profit of Rs. 3,032.96
Thousand in the Current year as Compared to loss of Rs. 1,218.72 Thousand in the previous year (post
demerger).

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATE AND THE DATE OF THE REPORT:

The Board of Directors of the Company vide its Resolution dated 25th February, 2022 approved the
Composite Scheme of Arrangement of Demerger of Sugar business between the company and other body
Corporates pursuant to Section 230 to 232 and other applicable provisions , if any, of the Companies Act
2013.

The said Scheme has been approved by The H''ble National Company Law Tribunal, Mumbai Bench- vide its
order dated 10th April, 2024 and the appointed date was fixed as 1st April, 2021.

Accordingly following effects have been given in the Accounts:

(a) All the Assets and liabilities transferred pursuant to the scheme has been incorporated in the accounts
of the company at their respective book values.

(b) Surplus of Assets and liabilities received over the proposed issue of share capital have been credited to
Reserves

(c) All the incomes and expenses on the Assets and liabilities received since the appointed date have been
transferred to Resulting Company No. 2 and the same has been treated as other financial liabilities
being Amount payable to Resulting Company No. 2.

(d) The figures for the previous year have been regrouped/rearranged/restated giving effect to the scheme
and making the same comparable with those of the current year.

BOARD EVALUATION:

The Board of directors pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and
SEBI Listing Regulations, 2015 have adopted and carried out the formal evaluation of its own performance
and of its committees as well as its individual directors including the Chairman and Executive Directors on
the basis of criteria such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise, independent
judgment, governance issues and functioning etc.,

TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for
a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be
transferred to the Investor Education and Protection Fund ("IEPF").

There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.

TRANSFER TO RESERVES FUND:

Under section 45-IC(1) of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are
required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration
of any dividend. Accordingly, the Company has not transferred any fund as no Dividend has been declared
for the financial year end 31^st March 2024.

DIVIDEND:

In order to retain the profit of the Company of the Financial Year 2023-24, the Board of Directors do not
recommend any dividend for the year ended 31^st March, 2024 on equity shares.

BOARD OF DIRECTORS:

As on March 31, 2024, the Board comprised of below mentioned 7 (Seven) Directors:

Sr. No.	Name of the Directors	Designation
01.	Mr. Kailashchandra Seksaria (DIN: 00115565)	Director
02.	Mrs. Geeta K. Seksaria (DIN: 06960055)	Managing Director
03.	Mr. Vinay K. Seksaria (DIN: 00116582)	Director
04.	Mr. Vivek Seksaria (DIN: 00116698)	Director
05.	Mr. Yashasvi Seksaria (DIN: 06967653)	Director
06.	Mr. Deepak Kumar Bubna (DIN: 05144658)	Independent Director
07.	Mr. Vijaykumar Jatia (DIN: 00096977)	Independent Director

During the year under review and as per Section 152(6) of the Act read with the Companies (Appointment
and Qualification of Directors) Rules, 2014, Mr. Kailashchandra Seksaria (DIN: 00115565) whole Time
Director of the Company is liable to retire by rotation and being eligible has offered himself for re¬
appointment. The Board recommends his re-appointment as Director of the Company.

NUMBER OF MEETINGS OF THE BOARD:

During the year, 6 (Six) Board meetings were held and convened viz., (1) 08.05.2023; (2) 07.08.2023; (3)
28.08.2023; (4) 07.11.2023; (5) 30.01.2024; and (6) 30.03.2024;

The intervening gap between the meetings was within the period prescribed under the Act.

Number of Board Meetings attended by Directors is as under:

Name of Director	Category	No. of meeting held	No. of Meetings Attended
Mrs. Geeta K. Seksaria	Managing Director and Non Independent	06	06
Mr. Kailashchandra Seksaria	Executive and Non Independent	06	06
Mr. Vinay K. Seksaria	Executive and Non Independent	06	06
Mr. Vivek Seksaria	Executive and Non Independent	06	06
Mr. Yashasvi Seksaria	Executive and Non Independent	06	06
Mr. Deepak Kumar Bubna	Independent Director	06	06
Mr. Vijaykumar Jatia	Independent Director	06	06

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm

that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed
and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the asset of the Company and for
preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively;

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

HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year, no
company ceased as Subsidiary, joint venture or associate of the company.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

AUDIT COMMITTEE:

The role of the Audit Committee is in accordance with the provisions of regulation 18 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
called as SEBI (LODR), Regulations, 2015) and the terms of reference specified under Section 177 of the
Act.

The terms of reference for the Audit Committee include:

• Examination of Financial Statement and Statutory Auditors'' report thereon and discussion of any
related issues with the Internal & Statutory Auditors and the management of the Company.

• Review of Financial Statement before their submission to the Board, including Directors''
Responsibility Statement, changes in accounting policies and practices, statutory compliances and
qualification in draft audit report.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Scrutiny of inter-corporate loans and investments.

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

• Valuation of internal financial controls.

• Valuation of risk management system.

• Monitoring end use of funds raised through public offers and related matters.

• Establishing a vigil mechanism for Directors and employees to report genuine concerns and to make
provision for direct access to the Chairperson of the Committee in appropriate or exceptional cases
and review its findings.

• Review of Company''s financial reporting processes and the disclosure of financial information to
ensure that the Financial Statement is correct, sufficient and credible.

• Look into reasons for substantial defaults in payments to stakeholders.

• Approval of appointment of CFO or any other person heading Finance function after assessing the
qualifications, experience, background etc. of the candidate.

• Recommendation for appointment, remuneration and terms of appointment of the Statutory
Auditors of the Company.

• Review and monitor the Auditor''s independence and performance, effectiveness of audit process and
adequacy of internal control systems.

• Call for comments of the Statutory Auditors about internal control system, the scope of audit,
including the observations of the Statutory Auditors.

• Reviewing the adequacy of the Internal Audit function including the structure of the Internal Audit
department, Staffing and Seniority of the official heading the department, reporting structure
coverage and frequency of Internal Audit.

• Discussion with statutory auditors before the audit commences, about nature and scope of audit as
well as post audit discussion to ascertain any area of concern.

• Reviewing findings of any internal investigation into matters where there is suspected fraud or
irregularity or failure of internal control systems of a material nature and reporting the matter to the
Board.

• The Chairman of the Committee to attend the General Meeting to respond to the queries of
shareholders.

During the period under review, Audit Committee met Four (4) times on (1) 08.05.2023; (2) 07.08.2023;

(3) 07.11.2023 and (4) 30.01.2024.

The composition of Audit Committee is as under:

Sr. No.	Name of the Member	Designation in the committee	No. of Meetings held	No. of Meetings attended
1.	Mr. Vijaykumar Jatia	Chairman - Independent	4	4
2.	Mr. Kailashchandra Seksaria	Member - Non-Independent	4	4
3.	Mr. Deepak Kumar Bubna	Member - Independent	4	4

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Clause 19 of the SEBI (LODR), Regulations, 2015 and Section 178 of the Act, the Board has
reconstituted and renamed the Remuneration Committee as Nomination and Remuneration Committee
and adopted new terms of reference.

The terms of reference for the Nomination and Remuneration Committee Include:

• To formulate a Nomination and Remuneration Policy on:

- determining qualifications, positive attributes and independence of a director.

- guiding remuneration of Directors, Key Managerial Personnel ("KMP") and

other employees and Board diversity.

• Recommend Nomination and Remuneration Policy to the Board.

• Identify candidates who are qualified to become Directors.

• Identify persons who are qualified to become Senior Management (Senior Management of the
Company means employees of the Company who are Divisional Heads and Corporate Functional
Heads).

• Recommend to the Board the appointment and removal of Directors and Senior Management.

• Lay down the process for evaluation of the performance of every Director on the Board.

• The Chairman of the Committee to attend the General Meeting to respond to the queries of
shareholders

During the period under review, the Nomination and Remuneration Committee One (1) time on (1)
07.08.2023.

The composition of Nomination and Remuneration Committee is as under:

Sr. No.	Name of the Member	Designation in the committee	No. of Meetings held	No. of Meetings attended
1.	Mr. Vijaykumar Jatia	Chairman - Independent	1	1
2.	Mr. Kailashchandra Seksaria	Member - Non-Independent	1	1
3.	Mr. Deepak Kumar Bubna	Member - Independent	1	1

VIGIL MECHANISM:

The Company has established a vigil mechanism through the Audit Committee to oversee the genuine
concerns expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimization of employees and Directors who may express their concerns pursuant to
this policy. The Company has also provided a direct access to the Chairman of the Audit Committee on
reporting issues concerning the interests of the employees and the Company.

The said Policy is available on the Company website at https://ishwarshakti.com/shared files/ 458/
?Whistle-Blower-Policy.pdf

CORPORATE GOVERNANCE:

In terms of regulation 15(2) of Chapter- IV of the Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirement) Regulation 2015, Regulations 17 to 27 do not apply to our Company, being
the last date of Financial Year 2023-24, the Paid up Share Capital of the Company, was below Rs. 10 Crores
and that Net Worth of the Company was below Rs. 25 Crores.

Report on Corporate Governance and other related applicable details are therefore not furnished in view
of its non-applicability, as aforesaid.

During the year, there were no instances of frauds reported by the Statutory Auditors under Section
143(12) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year, were on arm''s length basis
and during the ordinary course of Company''s business, with prior approval of the Audit Committee and
the Board, as required. The Company has not entered into any contract, arrangement or transaction with
any related party which could be considered as material and exceeding the prescribed ceiling, as defined
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requiring the prior
approval of the Members.

Related party transactions under Accounting Standard - AS 18 are disclosed in the notes to the financial
statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS:

Business Risk Evaluation and its management is an ongoing process within the organization. The Company
has a healthy risk management framework to identify, monitor and minimize risks as also identify business
opportunities.

The Company has in place adequate internal control with reference to financial transactions.

KEY MANAGEMENT PERSONNEL:

The following persons are Key Managerial Personnel (KMP) of the Company pursuant to Sections 2 (51)
and 203 of the Act read with the Rules framed thereunder:

i. Mrs. Geeta Kailashchandra Seksaria- Managing Director.

ii. Mr. Shyamsunder Agarwal- Chief Financial Officer.

iii. Sameer Khedekar- Company Secretary & Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received Declarations of Independence as stipulated under Section 149(7) of the
Companies Act, 2013 from - Independent Directors confirming that he is not disqualified from appointing
/ continuing as Independent Director as laid down in section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI LODR Regulations. The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by
Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the
Companies (Appointment & Qualification of Directors) Rules, 2014. The Company has received necessary
declarations from all Independent Directors of the Company confirming that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 and
16(1)(b) of SEBI (LODR) Regulations.

There has been no change in the circumstances which may affect their status as independent director
during the year.

PUBLIC DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit from public
within the meaning of Section 73 of the Companies Act 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The particulars of Loans, guarantees or investment made under the provisions of section 186 of the Act,
2013 are given in the notes forming part of the financial statements provided in the Annual Report.

AUDITORS:

M/s. B L Dasharda & Associates, Chartered Accountants (Firm Registration No. 112615W), have been
appointed as the Statutory Auditors of the Company for 5 years to hold office from the conclusion of the
37^th till the conclusion of the 42^nd AGM for the year ended 31.03.2025.

In view of recent amendment in the Companies Act, 2013 ("the Act") which were notified with effect from
May 07, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of Auditors at every
year has been removed and accordingly, there is no requirement of ratification of appointment of
Auditors.

The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call
for any further comments. The Auditors Report does not contain any qualification, reservation or adverse
remark.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act read with the Companies (Appointment and remuneration of
Managerial Personnel) Rules 2014, the Board appointed M/s. Milan Mehta & Associates, Practicing
Company Secretaries (CP: 4826), Mumbai for conducting the Secretarial Audit for the financial year ended
March 31, 2024. The Report of the Secretarial Auditors is provided as Annexure "B" to this report.

During the period under review the Board has appointed M/s. M.R.V. & Associates, Chartered
Accountants as Internal Auditor of the Company for the year 2024-25.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, ETC.:

Considering the activities in which Company is engaged, the relevant data pursuant to Section 134(3)(m)
of the Act, 2013, read with the relevant rules, are not required to be given.

PARTICULARS AS PER SECTION 197 OF THE COMPANIES ACT, 2013:

Statement containing particulars of employees as required under Section 197 of the Act, read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given,
as none of the employees of the Company is covered under the provisions of the said section.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted
that there are no payment outstanding to the said Exchange by way of listing fees etc.

FOREIGN EXCHANGE EARNING AND OUTGO:

There is no a foreign exchange earnings or outgo during the year.

REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed M/s. Bigshare Services Pvt. Ltd., 1^st Floor, Bharat Tin Works Building, Opp.
Vasant Oasis Apartments (next to Keys Hotel), Marol Maroshi Road, Andheri East, Mumbai - 400059 as its
Registrar & Share Transfer Agent for handling transfer of shares and other work related to share registry.

EXTRACTS OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, extract of the Annual return in the prescribed form is annexed as annual
return is available under the ''Investor Communications'' section of the Company''s website.

COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT:

Maintenance of cost records as specified by the Central Government under subsection (1) of section 148
of the Companies Act, 2013, is not required by the Company and also accounts and records are not need
to be maintained.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS:

No significant and material order passed by Courts or Tribunals impacting the going concern status and
company''s operations. The company is doing reasonable growth and development.

MANAGEMENT DISCUSSION AND ANALYSIS:

Your company plans to increase its business during the next financial year which will help to improve your
company profitability during the year.

BOARD EVALUATION:

Although not applicable, the Board of Directors has carried out an annual evaluation of its own
performance, Board, Committees and Individual Directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on
the basis of the criteria such as the Board composition and structure, effectiveness of Board processes,
information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee
members on the basis of the criteria such as the composition of Committees, attendance, prior study of
materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the
Individual Directors on the basis of the criteria such as the contribution of the individual Director to the
Board and Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance
of the Board as a whole and performance of the Chairman was evaluated, taking into account the views
of Executive Directors and Non-executive Directors. The same was discussed in the board meeting that
followed the meeting of the Independent Directors, at which the performance of the Board, its
Committees and individual Directors was also discussed. Performance evaluation of independent
directors was done by the entire board, excluding the Independent Director being evaluated.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a
familiarization program for the Independent Directors to familiarize them with their roles, rights and
responsibilities as Directors, the working of the Company, nature of the industry in which the Company
operates, business model etc.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th
December, 2013. Under the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place of any women employee.

Regarding the Sexual Harassment of Women at the work place (Prevention, Prohibition & Redressal) Act,
2013, the Company is committed to provide a safe and conducive work environment to its employees.
During the year under review, no case of sexual harassment was reported. The Company is having below
10 (Ten) employees including temporary employees, hence there is no need to constitute Internal
Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, but the company is dedicated to provide healthy workplace environment and
has the system internally to oversee these kind of matters if any arises.

EQUITY SHARE CAPITAL:

There are no changes in Authorised and Paid up Share capital of the company during the year.
SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries
of India, on Board Meetings and General Meetings.

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the year under review, the Company has not made or received any application under IBC and there
is no proceeding pending under the said code at the end of the financial year.

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:

During the year under review, the Company has not entered into any one-time settlement and therefore,
no disclosure in this regard is required.

OTHER DISCLOSURES:

Any other disclosure under the Companies Act, 2013 and the Rules notified thereunder or the SEBI Listing
Regulations are either NIL or NOT APPLICABLE.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the support and co-operation received during the
year from the Company''s Bankers, Statutory Authorities, Shareholders and all organizations connected
with its business.

On behalf of the Board of Directors

For Ishwarshakti Holdings & Traders Limited

Mrs. Geeta Kailashchandra Seksaria Mr. Vivek Kailashchandra Seksaria

Managing Director Director

DIN:06960055 DIN:00116698

Place: Mumbai
Date: 30^th August, 2024

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 31st Annual Report on the operations of the Company together with the Audited Accounts for die year ended 31st March, 2014.

(1) FINANCIAL RESULTS;

Particulars (Rupee Rs in Lass) Current Year Previous Year

Profit (Loss) before Depreciation, 8.09 0.98

Interest and Tax (PBD1T) Less: Interest - -

Depreciation 0.00 0.00

Profit (Loss) after interest and depreciation but 8.09 0.98

before Tax

Less: Provision for Tax 0.00 0.00

Less: Deferred Tax assets 0 21 (l.66)

Less: Excess Provision of tax of earlier years 0.51 0.00

Profit after Tax 8.81 2.64

Balance brought forward 24.48 21.84

Amount available for appropriation 33.29 24.48

Ralanrp carried to Balance Sheet 33.29 24.48

Earnings Per Share 0.61 0.18

(2) DIVIDEND:

In order to conserve the resources for future operations of die Company, your Directors do not recommend any dividend for the year ended SI* March, 2014.

(3) DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the annual accounts, the applicable standards have been followed.

- Your Directors have 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 die end of the financial year and of the profit of die Company for the year.

- Your Directors have taken proper and sufficient care for die maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding die assets of die Company and for preventing and detecting fraud and other irregularities.

- Your Directors have prepared die attached Statement of Accounts for the year ended March 31,2014, on agoing concern basis.

(4) FIXED DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956.

(5) DIRECTORS:

In accordance with the provisions of die Companies Act, 1956, and the Articles of Association of the Company, Shri Vinay K. Seksaria a Director of the Company, shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board of Directors recommends his re-appointment.

(6) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Section 383A (1) of the Companies Act, 1956, issued by M/s. Milan Mehta & Associates., Company Secretaries, is annexed herewith

(7) AUDITORS:

M/s. Phirodia Bafna & Associates, Chartered accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

(8) AUDITORS COMMENT;

The observations made by Ibe Auditors in the Auditors'' Report read witb relevant notes given in tbe Notes on Accounts are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

(9) rnNSFHVATlON OF ENERGY AND TECHNOLOGY ABSORPTION, ETC.:

Considering the activities in which Company is engaged, the relevant data pursuant to Section 217(1) (e) of title Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, are not required to be given.

(10) PARTICULARS AS PER SECTION 217I2A1 OF COMPANIES ACT, 1956:

Statement containing particulars of employees as required under Section 217(2A) of die Companies Act, 1956, is not given as none of the employees of the Company is covered under title provisions of die said section.

(11) FOREIGN EXCHANGE EARNING AND OUT GO

There is no a foreign exchange earnings or outgo during 1he year.

(12) ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support and co-operation received during die year from die Company''s Bankers, Statutory Authorities and all organizations connected with its business.

For and on behalf of the Board of Directors (KAILASHCHANDRA KESARDEO)

PLACE: MUMBAI (VENAY K. SEKSARIA) DATE. 30 May, 2014 DIRECTORS

---

Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

(1) FINANCIAL RESULTS:

Particulars (Rupees in Lacs)

Current Year Previous Year

Profit (Loss) before Depreciation, (0.39) 4.84

Interest and Tax (PBDIT) Less : Interest

Depreciation (0.76) (1.09)

Profit (Loss) after interest and depreciation but (115) 3.75 before Tax

Less: Provision for Tax - (113)

Less: Deferred Tax assets (2.14) (0.58)

Less: Mat Credit Adjustments (3.55) -

Profit after Tax 4.54 3.21

Balance brought forward 17.30 (14.09)

Amount available for appropriation 21.84 17.30

Taxation for earlier years - -

Balance carried to Balance Sheet 21.84 17.30

Earnings Per Share 0.32 0.22

(2) DIVIDEND:

In order to conserve the resources for future operations of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2012.

(3) DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following:

In the preparation of the annual accounts, the applicable standards have been followed.

Your Directors have 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 of the Company for the year.

Your Directors have 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.

Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2012, on a going concern basis.

(4) FIXED DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956.

(5) DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Kailashchandra Kesardeo, a Director of the Company, shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board of Directors recommends his re- appointment.

(6) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Section 383A(1) of the Companies Act, 1956, issued by M/s. Jain Mehta & Co., Company Secretaries, is annexed herewith.

(7) AUDITORS:

M/s. Phirodia Bafna & Associates, Chartered accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

(8) AUDITORS' COMMENT:

The observations made by the Auditors in the Auditors' Report read with relevant notes given in the Notes on Accounts are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

(9) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION. ETC.:

Considering the activities in which Company is engaged, the relevant data pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, are not required to be given.

(10) PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956;

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not given as none of the employees of the Company is covered under the provisions of the said section.

(11) FOREIGN EXCHANGE EARNING AND OUT GO

There is no foreign exchange earnings or outgo during the year.

(12) ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support and co-operation received during the year from the Company's Bankers, Statutory Authorities and all organizations connected with its business.

For and on behalf of the Board of Directors

(KAILASHCHANDRA KESARDEO)

(VINAY K. SEKSARIA) DIRECTORS

PLACE : MUMBAI DATED : 30th May, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

(1) FINANCIAL RESULTS:

Particulars (Rupees in Lacs)

Current Year Previous Year

Profit before Depreciation, 30.41 (32.68)

Interest and Tax (PBDIT)

Less : Interest - -

Depreciation (0.13) (0.23)

Profit after interest and depreciation but 30.28 (32.91)

before Tax

Less: Provision for Tax (3.74) --

Add/Less: Deferred Tax 2.91 (0.91)

Less: Fringe Benefit Tax ---- (0.06)

Profit after Tax 29.45 (33.88)

Balance brought forward (15.32) 18.43

Amount available for appropriation 14.13 (15.45)

Taxation for earlier years (0.04) 0.13

Balance carried to Balance Sheet 14.09 (15.32)

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Earning Per Share 2.05 (2.35)



(2) DIVIDEND:

In order to conserve the resources for future operations of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2010.

(3) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following :

- In the preparation of the annual accounts, the applicable standards have been followed.

- Your Directors have 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 of the Company for the year.

- Your Directors have 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.

- Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2010, on a going concern basis.

(4) FIXED DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956.

(5) DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Vivek K. Seksaria, a Director of the Company, shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board of Directors recommends his re-appointment.

(6) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Section 383A(1) of the Companies Act, 1956, issued by M/s. Jain Mehta & Co., Company Secretaries, is annexed herewith.

(7) AUDITORS:

M/s. Phirodia Bafna & Associates, Chartered accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

(8) AUDITORS COMMENT:

The observations made by the Auditors in the Auditors Report read with relevant notes given in the Notes on Accounts are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

(9) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, ETC.:

Considering the activities in which Company is engaged, the relevant data pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, are not required to be given.

(10) PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not given as none of the employees of the Company is covered under the provisions of the said section.

(11) FOREIGN EXCHANGE EARNING AND OUT GO

There is no foreign exchange earning or outgo during the year.

(12) ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support and co-operation received during the year from the Companys Bankers, Statutory Authorities and all organizations connected with its business.

For and on behalf of the Board of Directors

(KAILASHCHANDRA KESARDEO)

PLACE : MUMBAI (VINAY K. SEKSARIA)

DATED : 28th May, 2010 DIRECTORS