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)

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:

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:

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:

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:

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