Sme Ar 23950 Ishan 2022 2023 18102023122045

ISHAN INTERNATIONAL
LIMITED
ANNUAL REPORT
FY 2022-23
TH
28
ANNUAL REPORT
(2022-23)
OF
ISHAN INTERNATIONAL LIMITED
CIN :L74899DL1995PLC069144
LISTED ON NSE (EMERGE)
ISO 9001:2015
Website:www.ishanglobal.com
email id: [email protected]
CORPORATE INFORMATION
Board of Directors
Mr.Shantanu Srivastava Managing Director & CEO
Mrs.Neelam Gupta Executive Director& CFO
Mr.Mahesh Bhupati Independent Director
Mr.Vipin Ganpatrao Goje Independent Director (w.e.f. 7th April, 2022)
Mr.Mandyam Komandur Srinivas Independent Director (upto 31 st March, 2023)
Mr.Nadish Bhatia Additional Independent Director
(w.e.f. 2nd June, 2023)
Company Secretary & Compliance Officer

Mr. Ketan Chaurasia Company Secretary & Compliance Officer
(w.e.f. 28th January, 2023)
Bankers:
Bank of India
Statutory Auditors:
M/s Hiren Buch Associates
Chartered Accountants
Secreatrial Auditor:
Ms Tanisha Srivastava
Company Secretary in
Practice
Registered Office:
607, Chiranjiv, Tower 43 Nehru place,
New Delhi DL- 110019 IN
Website: www.ishanglobal.com
CIN- L74899DL1995PLC069144
Registrar & Share Transfer Agent:

Kfin Technologies Limited
Selenium Tower B, Plot no 31& 32,
Financial district, Nanakaramguda,,
Serilingampally, Rangareddy, Hyderabad- 500032
INDEX
S.No. Contents
1. Chairman’s Speech
2. Notice of Annual General Meeting
3. Director's Report
4. Management Discussion and Analysis Report
5. Form AOC-2
6. Secretarial Audit Report
7. Consolidated Balance Sheet
8. Consolidated Statement of Profit and Loss
9. Consolidated Cash Flow Statement
10. Consolidated Notes on Accounts
11. Consolidated Independent Auditor's Report
12. Standalone Balance Sheet
13. Standalone Statement of Profit and Loss
14. Standalone Cash Flow Statement
15. Standalone Notes on Accounts
16. Standalone Independent Auditor's Report
17. CEO & CFO Compliance Certificate
18. Declaration By Managing Director
19. PCS Certificate on Non Disqualification of Directors
20. PCS Certificate on Compliance of Corporate Governance

Ishan International Ltd.
28th Annual General Meeting
21st September 2023
Speech of Chairman
Mr. Shantanu Srivastava
My dear Shareowners,
It gives me great pleasure to extend a warm welcome to all of you to the 28th Annual
General Meeting of Ishan International Limited. A warm welcome also to our dear
employees and all other stakeholders. This AGM is being hosted on a digital
platform. The digital platform has an advantage that it enables more shareowners
to participate in the AGM. However, for a more personalized touch, we will try to
switch to a hybrid model of both physical and digital modes in future.
Background and Direction for Immediate Future

Friends, Today I am reminded of 28 years ago when I ventured into business from
Vietnam in 1995 after passing out from IIT Kanpur and doing a 6-year stint as an
Indian diplomat. Since then, it has been a beautiful journey full of learning,
challenges, successes and pitfalls. This journey has taught me the most important
thing in business which is to build long term relationships and also the fact that long
term relationships can only be built on the basis of the value that you add. I call it
“Value Addition to Both Ends of the Supply Chain”.
Our honorable Prime Minister has described the next 24 years leading up to 2047
as India's 'Amrut Kaal' and this means a lot to every citizen of the country. A very
bright future lies ahead as India will become world’s 3rd largest economy by then.
Our government’s skillful management of the pandemic, and pragmatic approach
in dealing with the ensuing economic challenges have helped India emerge
stronger than before. Friends, in line with the Government’s policies, your company
is set to make a far greater contribution to India's prosperity and progress as well
as to contributing towards reduction of global warming and in turn to climate
control.
Ishan is now in the 29th year of operation. During this period, we have seen a steady
growth in terms of turnover and diversification of business. In this journey, building
long term relationships by adding unprecedented value to both the ends of the
supply chain has been the USP of Ishan. One of our important milestones was the
adoption of Quality Management System under ISO 9001 : 2015 over 5 years ago.
Listing with NSE (Emerge) last year was another major step forward towards
providing greater value to our shareowners while ensuring better transparency and
accountability. This has opened a new vista for ISHAN to achieve multidimensional
growth in our areas of specialization and reach greater heights in corporate
governance.
Ishan’s listing with NSE (Emerge) also has a special significance for the corporate
world in general as forward-looking initiatives like this, where growth, shareholder
value, professionalism and transparency are significant features, create an
environment for other SMEs to also come forward and emulate.
Growth-Oriented Targets
Dear Friends, I am pleased to inform you that Ishan has defined a set of growth
oriented targets leading up to the Financial Year 2025-26 (short term) and these
are as follows:
1. To reach a turnover of 100 crores. Adding to this, we want to maximize EBITDA /
profits by keeping our operations cost effective.
2. To become the largest Indian supplier of Sugar Machinery in ASEAN countries.
3. To have the largest market share in Renewable Energy sector, especially in small
Hydro, in Vietnam.
4. To increase focus on projects related to climate control. Protection of
environment is an important goal for all of us around the globe and our company
is also increasing its focus on Renewable Energy Projects, Pollution Control and Re-
cycling of Plastic Waste etc.
Marketing Strategy
Our marketing strategy is based on a 4 Dimensional Model. 1st dimension being
growth in existing countries in existing industries, 2 nd dimension is diversification
and development of business in new industries in the existing markets, 3 rd
dimension is to diversify to new countries and the 4th dimension is to develop
business in renewable energy sector in India and get into projects related to
backward integration into our export business. The 4-D Strategy initiated this year
will bear fruit in coming years 2024-25 / 2025-26 and ensure sustainable growth
for years to come.
It is a matter of encouragement that we have achieved a direct sale turnover of
nearly 36 crores in Financial Year 2022-23 which was an increase of 60% over the
previous year. We are determined to maintain high pace of growth in Current
Financial Year 2023-24 as well as in years to come.
Our market coverage will see rapid expansion as well. While we will continue to
focus on the ASEAN countries of South-East Asia, significant contributions will also
come from new markets in Africa and North and Central America.
As we aggressively and strategically work towards achieving these targets, we have
also kept a sound Risk Management System in place to provide safeguards that are
essential in business. We remain committed to our guiding mantra of Growth and
Shareholder value and as a fast-growing enterprise of our great nation, we are
aware that this automatically leads to value creation for all our stakeholders. In
addition, a strong Value System continues to be the backbone of our company.
Dear Shareowners, Ishan is well set on the path of exponential growth in coming
years. As we continue to evolve, we remain committed to our shareholders and to
our responsibility of creating jobs.
As I always say, Ishan’s greatest assets are our employees and our clients, not just
our financial assets. The greatest value creators are human beings. Healthy inter-
personal relations create the right ecosystem for a successful business.
Friends, I would like to take this opportunity to thank all our shareowners,
employees, customers, government, Bank of India, partners, statutory and internal
auditors, secretarial auditors, legal advisors and strategic advisors for their
consistent guidance and encouragement. Ishan remains committed to building a
world-class enterprise.
Thank you very much
NOTICE
NOTICE IS HEREBY GIVEN THAT THE 28TH ANNUAL GENERAL MEETING
OF ISHAN INTERNATIONAL LIMITED (COMPANY) WILL BE HELD ON
THURSDAY, 21ST DAY OF SEPTEMBER, 2023 AT 11:00 A.M THROUGH
VIDEO CONFERENCING (VC) / OTHER AUDIO VISUAL MEANS (OAVM)
FACILITY TO TRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS:
1. To consider and adopt the Audited Standalone & Consolidated Financial Statements
of the Company for the financial year ended 31st March, 2023 together with the
reports of the Board of Directors and Auditors:
To consider and if thought fit, to pass with or without modification(s), the following
resolution as an Ordinary Resolution:
“RESOLVED THAT the Audited Standalone & Consolidated Financial Statements of the
Company for the financial year ended 31st March, 2023 together with the reports of the
Board of Directors and the Auditors thereon be and are hereby considered, approved and
adopted.”
2. To appoint Statutory Auditors from the conclusion of this Annual General Meeting
until the conclusion of the sixth consecutive Annual General Meeting and to fix their
remuneration:
RESOLVED THAT pursuant to Sections 139, 142 of the Companies Act, 2013 (“Act”)
and other applicable provisions, if any, of the said Act and Companies (Audit and
Auditors) Rules, 2014 made thereunder and other applicable rules, if any, under the said
Act (including any statutory modification(s) or re-enactment thereof for the time being in
force) M/s Hiren Buch Associates, Chartered Accountants bearing ICAI registration
number 116131W, be and are hereby reappointed as the Statutory Auditors of the Company
commencing from the conclusion of 28th Annual General Meeting to be held on 21st
September2023 till the conclusion of 33ndAnnual General Meeting i.e. till the conclusion of
the AGM to be held for the Financial year 2028, subject to approval of shareholders, at a
remuneration to be fixed by the Board of Directors of the Company .
3. Appointment of Mrs Neelam Gupta (DIN: 06823562), as a Director retires by rotation

and being eligible, offers herself for re-appointment:
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable
provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies
(Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time,
Mrs Neelam Gupta (DIN: 06823562), Executive Director of the Company, who retires by
rotation at this Annual General Meeting and being eligible for re-appointment, be and is
hereby re appointed as Executive Director of the Company, liable to retire by rotation.”
SPECIAL BUSINESSES:
4- For transferring unused amount of Issue Related Expenses under the head Working
Capital Requirement subject to the approval of Shareholders:
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section 27 of Companies Act 2013 (“the Act”) and
Regulation 32 of the SEBI (LODR) Regulations, 2015, transferring unspent amount of
Issue Related Expenses to working capital i.e. Rs.97,20,000 (Ninety Seven Lacs Twenty
Thousand Only) as per the Audited financial Statement for F.Y.2023 which is the balance
amount of the proposed Issue Related Expense mentioned in the prospectus i.e.
Rs.1,94,00,000 (One Crore Ninety Four Lacs Only) and the actual Issue related expenses
incurred was Rs.96,80,000 (Ninety Six Lacs Eighty Thousand Only).
RESOLVED THAT the actual expense incurred during the IPO process amounted to
Rs.96,80,000 (Ninety Six Lacs Eighty Thousand Only, leaving an unspent amount of
Rs.97,20,000 (Ninety Seven Lacs Twenty Thousand Only).
RESOLVED THAT the transfer of the unspent amount of Rs.97,20,000 (Ninety Seven
Lacs Twenty Thousand Only) from the IPO expenses to the Company's working capital
account subject to the approval of the shareholders by passing Special Resolution.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to take all such steps as may be necessary, proper and expedient to give
complete effect to this resolution and also to take any and all actions necessary to effectuate
the transfer of the unspent amount of Rs.97,20,000 (Ninety Seven Lacs Twenty Thousand
Only)to the Company's working capital, including the execution of any documents as may
be required.”
5. Cancellation of Joint Venture-taking on record:
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
Regulation 32 of the SEBI (LODR) Regulations, 2015, the Board of Directors in its
meeting held on 3rd August, 2023 has approved the cancellation of the Joint Venture
agreement with SD Corporation and has recommended the same to the shareholders to take
on record the cancellation of Joint Venture w.e.f. 3rd August,2023.
RESOLVED THAT the Joint Venture with the SD Corporation for amount Rs
3,50,00,000 (Three Crore Fifty Lacs Only) is being discontinued as there has been no
business generated by SD Corporation. The said amount will be returned in full by SD
Corporation to Ishan International Limited as early as possible but not later than 15 th
September, 2023.
FURTHER RESOLVED THAT the Board of Directors have taken all necessary actions,
that may be necessary to expedite the cancellation of the Joint Venture agreement.”
6. Adoption of New Joint Venture Agreement and taking it on record:
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
Regulation 32 of the SEBI (LODR) Regulations, 2015, the Board of Directors in its
Board Meeting has agreed for new Joint Venture agreement with the company name M/s
Malik Ayurved and Pharmaceuticals Private Limited(name is being changed), for the
amount Rs. 3,50,00,000 (Three Crore Fifty Lacs Only) and the terms and conditions of the
proposed Joint Venture Agreement have been reviewed and deemed satisfactory by the
Board of Directors. Whereas, the amount in full as mentioned above will be paid by the
company by 15th September, 2023 in the account of M/s Malik Ayurved and
Pharmaceuticals Private Limited (name is being changed).
RESOLVED FURTHER THAT the Board of Directors of the Company has conducted a
thorough evaluation of the potential benefits and risks associated with the Joint Venture
and has recommended proceeding with the Joint Venture of the same amount of Rs
3,50,00,000 (Three Crore Fifty Lacs Only) with the M/s Malik Ayurved and
Pharmaceuticals Private Limited (name is being changed) and subject to the adoption of the
New Joint Venture by passing Ordinary Resolution and taking New Joint Venture on
record.
FURTHER RESOLVED THAT the Board of Directors have taken all necessary actions,
that may be necessary to expedite the new Joint Venture Agreement.”
For and on behalf of the Board

Place: New Delhi
Date: 03rd August, 2023 Sd/-
Ketan Chaurasia
Company Secretary
NOTES
1. Register of members and Share Transfer Books of the Company will remain closed from
(both days inclusive) for annual closing. N.A because company is not declaring dividend.
2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”)
setting out material facts concerning the special business under Item Nos. 4, 5and 6 of the
accompanying Notice, is annexed hereto. The Board of Directors of the Company on 03rd
August, 2023 considered that the special business under Item Nos. 4,5 and 6 being
considered unavoidable, be transacted at the 28th AGM of the Company.
3. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to
be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular
No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by
Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021
and all other relevant circulars issued from time to time, physical attendance of the
Members to the AGM venue is not required and general meeting be held through video
conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and
participate in the ensuing AGM through VC/OAVM. Hence, the 28th AGM of the Company
is being held through VC/OAVM Facility, which does not require physical presence of
Members at a common venue. The deemed venue for the AGM shall be the Registered
Office of the Company.
4. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of
Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is
not available for this AGM. However, the Body Corporates are entitled to appoint
authorised representatives to attend the AGM through VC/OAVM and participate there at
and cast their votes through e-voting and hence, the Proxy Form, Attendance Slip and
Route Map are not annexed to this Notice.
5. The attendance of the Members attending the AGM through VC/OAVM will be counted for
the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
6. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the
scheduled time of the commencement of the Meeting by following the procedure
mentioned in the Notice.
7. In compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 read with
Circular dated May 12, 2020, notice of the AGM along with the Annual Report 2022-23 is
being sent only through electronic mode to those Members whose e-mail address is
registered with the Company/ Depository Participants. Members may note that the Notice
and Annual Report 2022-23 will also be available on the Company’s website that is
www.ishanglobal.com, website of the National Stock Exchange that is www.nseindia.com
and AGM Notice is also available on the website of Kfin technologies Limited (agency for
providing the Remote e-Voting facility) at [email protected].
8. In terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, details of director retiring by rotation at the ensuing
annual general meeting is given in annexure to this notice.
9. Members desirous of making a nomination in respect of their shareholding, as permitted

under Section 72 of the Companies Act, 2013, are requested to submit the prescribed Form
SH 13 (Nomination Form) & Form SH 14 Cancellation or Variation of Nomination,
accordingly to the Secretarial Department of the Company or to the office of the Registrar
& Share Transfer Agent.
10. In respect of shares held in electronic/demat form, beneficial owners are requested to notify
any change in their address, bank account, mandate, etc. to their respective Depository
Participant.
11. Members are requested to intimate the Company of queries, if any, regarding the accounts /
notice at least ten days before the Annual General Meeting to enable the Management to
keep the information ready at the meeting.
12. All documents referred to in the accompanying Notice and Explanatory Statement shall be
open for inspection at the registered office of the Company during normal business hours
(9.30 a.m. to 5.00 p.m.) and all working days except Sundays, upto and including the date of
Annual General Meeting of the Company.
13. Members are requested to register/ update email address for receiving electronic
communication.
14. Green Initiative – Members who have not registered their e-mail addresses so far are
requested to register their e-mail address for receiving all communication including Annual
Report,Notices,Circulars etc. from the Company electronically. Members may also note that
annual Report for the FY 2022-23 will also be available on the website of the Company viz.
www.ishanglobal.com.
15. Voting through electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the
Companies (Management and Administration) Rules, 2014 as amended by the Companies
(Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015 the Company is
pleased to provide members facility to exercise their right to vote on resolutions proposed
to be considered at the Annual General Meeting (AGM) by electronic means and the
business may be transacted through e-Voting Services. The facility of casting the votes by
the members using an electronic voting system from a place other than venue of the AGM
(“remote e- voting”) will be provided by Kfintech Technologies Limited.
The instructions for members for remote e-voting and joining general meeting are as under:
The remote e-voting period begins on Monday, September 18th, 2023 (09:00 A.M.
IST) and ends on Wednesday, 20th September, 2023 (05:00 P.M. IST). The remote
e-voting module shall be disabled by Kfintech for voting thereafter. The Members,
whose names appear in the Register of Members / Beneficial Owners as on the record
date (cut- off date) i.e. Thursday 14th September, 2023 may cast their vote
electronically. The voting right of shareholders shall be in proportion to their share in
the paid-up equity share capital of the Company as on the cut-off date, being
Thursday 14th September, 2023.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps”
which are mentioned below:
Step 1: Access to NSDL e-Voting system
A. Login method for e-Voting and joining virtual meeting for Individual
shareholders holding securities in demat mode:
In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and Email Id in their demat
accounts to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode isgiven below:
Type of shareholders Login Method

Individual Sharehold- 1. Existing IDeAS user can visit the e-Services website
ers holdingsecurities in of NSDL Viz. https://eservices.nsdl.com either on a
demat mode with Personal Computer or on a mobile. On the e-Services
NSDL.
home page click on the “Beneficial Owner” icon
under “Login” which is available under ‘IDeAS’
Section , this will prompt you to enter your existing
User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value
added services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e- Voting
page. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-
Voting website of NSDL for casting your vote during
the remote e-Voting period or joining virtual meeting
& voting during the meeting.
2. If you are not registered for IDeAS e-Services, option
to register is available at https://eservices.nsdl.com.
Select “Register Online for IDeAS Portal” or click
at https://eservices.nsdl.com/SecureWeb/IdeasDirec
tReg.jsp
3. Visit the e-Voting website of NSDL.
Open web
browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon
“Login” which is available under
‘Shareholder/Member’ Section. A new screen will
open. You will have to enter your User ID (i.e. your
sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can
see e-Voting page. Click on company name or
e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL
Mobile App “NSDL Speede” facility by scanning the
QR code mentioned below for seamless voting
experience.
Individual Sharehold- 1. Existing users who have opted for Easi / Easiest, they can
ers holdingsecurities in login through their user id and password. Option will be
demat mode with CDSL made available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest
are https://web.cdslindia.com/myeasi/home/login
2. After successful login of Easi/Easiest the user will be also
able to see the E Voting Menu. The Menu will have links
of e-Voting service provider i.e., NSDL. Click on NSDL
to cast your vote.
3. If the user is not registered for Easi/Easiest, option to
register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistra-
tion
4. Alternatively, the user can directly access e-Voting page
by providing demat Account Number and PAN No. from a
link in www.cdslindia.com home page. The system will
authenticate the user by sendingOTP on registered Mobile
& Email as recorded in the demat Account. After
successful authentication, user will be provided links for
the respective ESP i.e.,NSDL where the e-Voting is in
progress.
Individual Sharehold- 1. You can also login using the login credentials of your
ers (holding securities demat account through your Depository Participant
indemat mode) login registered with NSDL/CDSL for e-Voting facility.
through their deposito- 2. Once login, you will be able to see e-Voting option. Once
ry participants you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful
authentication, wherein you can see e- Voting feature.
3. Click on options available against company name or
e-Voting service provider-NSDL and you will be
redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised
to use Forget User ID and Forget Password option available at abovementioned
website.
Helpdesk for Individual Shareholders holding securities in demat mode for any
technical issues related to login through Depository i.e., NSDL and CDSL.
Login type Helpdesk details
Individual Sharehold- Members facing any technical issue in login can
ers holding securities in demat contact NSDL helpdesk by sending a request at
mode with NSDL [email protected] or call at 022 - 4886 7000 and
022 - 2499 7000
Individual Shareholders Members facing any technical issue in login
holding securities in demat cancontact CDSL helpdesk by sending a request
mode with CDSL at [email protected] or contact at toll free no.
1800 22 55 33
B. Login Method for shareholders other than Individual shareholders holding

securities in demat mode and shareholders holding securities in physical mode:
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.
2. Once the home page of e-voting system is launched, click on the icon “Login”which
is available under Shareholders’ Section.
3. A new Section will open. You will have to enter your User ID, your Password and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/with your existing IDEAS login.Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to
Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares Your User ID is:

i.e. Demat
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Cli-

demat account with NSDL. ent ID.For example if your DP ID is
IN300*** and Client ID is 12****** then
your user ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID

demat account with CDSL. For example if your Beneficiary ID is
12************** then your user ID is
12**************
c) For Members holding EVEN Number followed by Folio Number
shares inPhysical Form. registered with the company. For example if
folio number is 001*** and EVEN is
121064 then user ID is
121064001***
Your password details are given below:

a) If you are already registered for e-Voting, then you can use your existing password to
login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial password’ and the system will force you to
change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your
‘initial password’ is communicated to you on your email ID. Trace the email sent to
you from NSDL from your mailbox. Open the email and openthe attachment i.e. a
.pdf file. Open the .pdf file. The password to open the pdf file is your 8 digit client
ID for NSDL account, last 8 digits of client ID for CDSL account or folio number
for shares held in physical form. The .pdf file contains your ‘User ID’ and your
‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for
those shareholders whose email ids are not registered.
5. If you are unable to retrieve or have not received the “Initial password” or have
forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat
account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a
request at [email protected] mentioning your demat account number/folio number,
your PAN, your name and your registered address.
d) Members can also use the OTP (One Time Password) based login for castingthe votes
on the e-Voting system of NSDL.
6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the
check box.
7. Now, you will have to click on “Login” button.
8. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast vote electronically on NSDL e-voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in
which you are holding shares and whose voting cycle and General Meeting is in active
status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote
e-Voting period and casting your vote during the General Meeting. For joining virtual
meeting, you need to click on “VC/OAVM” link placed under “JoinGeneral Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the
number of shares for which you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option
on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your
vote.
 You can also update your mobile number and e-mail id in the user profile details of the
folio which may be used for sending future communication(s).
 The voting rights of members shall be in proportion to their shares of the paid up equity
share capital of the Company as on the cut-off date of Thursday 14th September, 2023.
 Any person, who acquires shares of the Company and become member of the Company
after dispatch of the notice and holding shares as of the cut-off date i.e. Thursday 14th
September, 2023, may obtain the login ID and password by sending a request at
[email protected] or [email protected].
 However, if you are already registered with NSDL for remote e-voting then you can use
your existing user ID and password for casting your vote. If you forgot your password,
you can reset your password by using “Forgot User Details/Password?” or “Physical
User Reset Password?” option available on www.evoting.nsdl.com or contact NSDL at
the following toll free no.: 1800-222- 990.
 The Chairman shall, at the AGM, at the end of discussion on the resolutions on which
voting is to be held, allow voting for all those members who are present at the AGM but
have not cast their votes by availing the remote e-voting facility during the AGM.
C. Process for those shareholders whose email ids are not registered with the
depositories for procuring user id and password and registration of e mail ids for
e-voting for the resolutions set out in this notice :
1. In case shares are held in physical mode please provide Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN
(self attested scanned copy of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) by email to [email protected].
2. If you are an Individual shareholders holding securities in demat mode, you are requested
to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and
joining virtual meeting for Individual shareholders holding securities in demat
mode.
3. Alternatively member may send an e-mail request to [email protected] for obtaining

User ID and Password by proving the details mentioned in Point (1) or (2) as the case
may be.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided byListed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are required to update their mobile number and email ID correctly in their
demat account in order to access e-Voting facility.
GENERAL INSTRUCTIONS :
a. The e-voting period commences on Monday, 18th September, 2023 (09:00 a.m. IST) and
ends on Wednesday, 20th September, 2023 (5:00 p.m. IST). During this period,
shareholders of the Company holding shares either in physical form or in
dematerialized form, as on the cut-off date of Thursday 14th September, 2023, may cast
their vote electronically. The e-voting module shall also be disabled by Kfintech for
voting thereafter but will again open up during the AGM. Once, the vote on a
resolution is cast by the shareholder, the shareholder shall not be allowed to change it
subsequently.
b. Ms. Tanisha Srivastava, Practicing Company Secretary (Membership No. ACS 49947), has
been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent
manner.
c. The Scrutinizer shall, after the conclusion of voting at the General Meeting, unblock the
votes cast through remote e-voting in the presence of at least two witnesses not in the
employment of the Company and shall make not later than three days of the conclusion of
the AGM a Consolidated Scrutinizer’s Report of the total votes cast in favour or against and
invalid votes if any. The results declared along with the Scrutinizer’s report, will be posted
on the website of the Company www.ishanglobal.com and on the website of NSDL
immediately after the declaration of the result by the Chairman or any person authorised by
him and communicated to the Stock Exchanges.
d. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with
attested specimen signature of the duly authorized signatory(ies) who are authorized to vote,
to the Scrutinizer by e-mail to [email protected] with a copy marked to
[email protected].
e. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Login to the e-voting website will be
disabled upon five unsuccessful attempts to key in the correct password. In such an event,
you will need to go through the “Forgot User Details/Password?” or
“Physical User Reset Password?” option available on www.evoting.Kfintech.com to reset
the password.
f. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for
Shareholders and e-voting user manual for Shareholders available at the download Section of
[email protected] or send a request at [email protected]
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM
ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned
above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM
facility and have not casted their vote on the Resolutions through remote e-Voting and are
otherwise not barred from doing so, shall be eligible to vote through e-Voting system
during the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the
facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote
e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM

ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through
the kfintech e-Voting system. Members may access by following the steps mentioned
above for Access to kfintech e-Voting system. After successful login, you can see link of
“VC/OAVM link” placed under “Join General meeting” menu against company name. You
are requested to click on VC/OAVM link placed under Join General Meeting menu. The
link for VC/OAVM will be available in Shareholder/Member login where the EVEN of
Company will be displayed. Please note that the members who do not have the User ID and
Password for e-Voting or have forgotten the User ID and Password may retrieve the same
by following the remote e-Voting instructions mentioned in the notice to avoid last minute
rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through
Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to
Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or
LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/ask questions during the meeting may
register themselves as a speaker and may send their request mentioning their name, demat
account number/folio number, email id, mobile number at [email protected]
6. Shareholders who would like to express their views/have questions may send their
questions in advance mentioning their name demat account number/folio number, email id,
mobile number at [email protected] The same will be replied by the company suitably.
7. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting. Members will have the option to post
their comments / queries on Chat and we will be making arrangements to carry your
messages.

Place: New Delhi
Ketan Chaurasia
Company Secretary
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:
SPECIAL BUSINESS: ITEM NO. 4
Pursuant to Section 27 of Companies Act 2013 (“the Act”) and Regulation 32 of the SEBI
(LODR) Regulations, 2015, transferring unspent amount of Issue Related Expenses to working
capital i.e. Rs.97,20,000 (Ninety Seven Lacs Twenty Thousand Only) as per the Audited
financial Statement for the Financial Year ended 31st March .2023 which is the balance amount
of the proposed Issue Related Expense mentioned in the prospectus i.e. Rs.1,94,00,000 (One
Crore Ninety Four Lacs Only) and the actual Issue related expenses incurred was Rs.96,80,000
(Ninety Six Lacs Eighty Thousand d Only).
The actual expense incurred during the IPO process amounted to Rs.96,80,000 (Ninety Six Lacs
Eighty Thousand Only, leaving an unspent amount of Rs.97,20,000 (Ninety Seven Lacs
Twenty Thousand Only) and the Board of directors of the company recommend the transfer of
the unspent amount of Rs.97,20,000 (Ninety Seven Lacs Twenty Thousand Only) from the IPO
expenses to the Company's working capital account as it is in the interest of the company and
this amount transfer will increase the financial liquidity of the company for day to day business
transactions.
The recommendation of the Board of Directors for transferring unspent amount of Rs.97,20,000
(Ninety Seven Lacs Twenty Thousand Only) from the head issue related expense to working
capital requirement head is subject to the approval of the shareholders by passing Special
Resolution.
The Board recommends the resolution set out at item no. 4 of the Notice for approval by the
shareholders.
(LODR) Regulations, 2015, the Board of Directors in its meeting held on 3rd August, 2023 has
approved the cancellation of the Joint Venture agreement and has recommended the same to the
shareholders to take on record the cancellation of Joint Venture.
Further the Joint Venture with the SD Corporations for amount Rs 3,50,00,000 (Three Crore
Fifty Lacs Only) is being discontinued as there has been no business generated by SD
Corporation. The said amount will be returned in full by SD Corporation to Ishan International
Limited as early as possible but not later than 15th September, 2023.
Whereas, after careful consideration and in the best interest of the company and its shareholders,
it has been decided to cancel the aforementioned Joint Venture agreement.
The Board recommends the resolution set out at item no.5 of the Notice for consideration by
passing Ordinary Resolution to take the cancellation on record.
(LODR) Regulations, 2015, the Board of Directors in its meeting has agreed for new Joint
Venture agreement with the company name M/s Malik Ayurved and Pharmaceuticals Private
Limited (name is being changed), for the amount Rs. 3,50,00,000 (Three Crore Fifty Lacs Only)
and the terms and conditions of the proposed Joint Venture Agreement have been reviewed and
deemed satisfactory by the Board of Directors. Whereas, the amount in full as mentioned above
will be paid by the company by 15th September, 2023 in the account of M/s Malik Ayurved and
Pharmaceuticals Private Limited (name is being changed).
The Board of Directors of the Company has conducted a thorough evaluation of the potential
benefits and risks associated with the Joint Venture and has recommended proceeding with the
New Joint Venture of the same amount of Rs 3,50,00,000 (Three Crore Fifty Lacs Only) with
the M/s Malik Ayurved and Pharmaceuticals Private Limited(name is being changed) and
subject to the adoption of the New Joint Venture by passing Ordinary Resolution and taking
New Joint Venture on record.
The Board of Directors emphasizes the importance of effective collaboration and diligent
oversight in the execution of the Joint Venture, with a focus on achieving the outlined strategic
goals and maximizing value for the company and its shareholders. Whereas, after conducting
due diligence and alignment with the company's long-term goals, the Board of Directors are in
favor of pursuing the establishment of the New Joint Venture.
The Board recommends the resolution set out at item no. 6 of the Notice for consideration by
passing Ordinary Resolution to take the New Joint Venture on record.
Details of Director seeking re-appointment retire by rotation at the Forthcoming
Annual General Meeting.
(Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)
Name of Director Mrs. Neelam Gupta
Date of Birth 06/08/1981

Date of Appointment 15/03/2018
Expertise in Specific Functional Area Finance and Accounts
Project Management
Qualifications M.com
MBA (Finance)
Directorship in otherpublic limited Nil
companies
Other positions Nil
Membership of committees in other Nil
public limited companies
Inter relationship Executive Director &Chief Financial Officer
Shares held in the company 7,600

BOARD’S REPORT
Dear Shareholders,
Your Directors take pleasure in presenting the 28th Annual Report of the Company together
with Audited Financial Statements for the year ended March 31st, 2023. This report states
compliance as per the requirements of The Companies Act, 2013, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable
to the Company.
1. FINANCIAL RESULTS:
[Rupees in Lacs]
2022-2023 2021-22
Revenue from Operations 3570.31 2112.41
Other Income 22.22 61.90
Total Revenue 3592.53 2174.31
Less: Expenses before Interest and Depreciation
Less: (a) Interest 65.04 87.38
(b) Depreciation 17.52 5.46
Other Expenses 528.21 215.49
Profit before Tax & Extra Ordinary Items 65.62 210.37
Less : Prior period expenses - -
Less: Prior year’s Income Tax Adjustment - -
Profit Before Tax 68.37 183.13
Less: Tax Expenses
Current Tax 26.11 56.00
Deferred Tax (9.59) 2.70
Profit after Tax 34.90 127.15
EPS 0.48 2.58
2. DIVIDEND:
As company required funds for business and growth, no Dividend is recommended for the
year under review.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND

PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.
4. RESERVES
The Board of Directors of the Company has proposed to transfer amount Rs.34.96 Lacs to
the Reserves of the company for the year under review.
5. OPERATIONAL HIGHLIGHTS:
The Company earned revenue from operations of Rs. 3570.31 lacs compared to Rs.
2112.41 lacs for the previous year. The other income is Rs 22.22 lacs compared to Rs.
61.90 lacs in the previous year.
6. MATERIAL CHANGES:
Material changes and commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company to which the financial
statement relates and the date of the Board Report are as follows:
INITIAL PUBLIC OFFER (IPO)
The Company has launched Initial public offerings of the Equity Shares during the finan-
cial year 2022-2023.
On 22nd September 2022 in accordance with SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018,the company issued 22,80,000 Equity Shares @ Rs 80/-
per Equity Share (including a share premium of 70/- per Equity Share).
The public issue remained open from September 9th, 2022 to September 14th, 2022 at an of-
fer price of 80/- per Equity Share (including a share premium of 70/- per Equity Share).
The Company’s IPO received an overwhelming response and was oversubscribed by 1.62
times, reflecting a huge investor appetite for the issue.
The Equity Shares allotted on September 16th, 2022 at an offer price of 80 per Equity Share
to the respective allottees under various categories.
The Equity Shares of the Company were listed on the SME Emerge platform of National
Stock Exchange of India Limited (“NSE”) on September 22nd, 2022. The Equity Shares of
the Company were listed with a substantial gain from its offer price.
UTILISATION OF IPO PROCEEDS
The IPO proceeds of 750.45 lacs have been utilised to fund the working capital require-
ments of the Company. Apart from this, the Company has incurred Issue expenses of 96.80
lakhs and spent 350 lakhs on Joint Venture. And no expenditure out of the proceeds meant
for General Corporate Purposes.
The unutilized amount is kept in short term liquid fund i.e Fixed Deposit and short term
loan given to NBFC during the year ending 31st March 2023.
Further, there was no deviation/variation in the utilization of the gross proceeds raised
through IPO.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign

exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:
A. Conservation of Energy
(i) the steps taken or impact on conservation of energy- NIL
(ii) the steps taken by the company for utilizing alternate sources of energy- NIL
(iii) the capital investment on energy conservation equipments- NIL
B. Technology Absorption
i) the efforts made towards technology absorption- Nil;
ii) the benefits derived like product improvement, cost reduction, product
development or import substitution- Nil;
iii) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)-
(a) the details of technology imported- Nil;
(b) the year of import- Nil;
(c) whether the technology been fully absorbed- Nil;
(d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof- Nil; and
(iv) the expenditure incurred on Research and Development- Nil
C. Foreign Exchange Earning and Outgo

Foreign Exchange Earnings : Rs. 3104.89 Lakh
Foreign Exchange Outgo : Rs. 164.66 Lakh
8. RISK MANAGEMENT:
We have a sound Risk Management System that helps us to identify and mitigate all the
risks in our business. For the risks identified as high or medium, we have well defined Ac-
tion Plans. Over the years, we have been identifying, measuring and managing our own ex-
posure to risk and are well aware of the operating and financial risks in our businesses. We
work closely with all departments to identify, categories and mitigate risks. We have de-
veloped action plans to mitigate risks. By managing our risks professionally, we are able to
conduct our business professionally and maintain a Quality Management System which is
world class.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the
Companies (Accounts) Rules, 2013 is not applicable to the Company.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:
The company has given loan of Rs 2,25,00,000 (Two Crore twenty five lakhs) to M/s
Akash Deep Metal Industries Limited and given advance of Rs 5,50 ,00, 000 (Five Crore
fifty lakhs)There were no, guarantees made by the Company under Section 186 of the
Companies Act, 2013 during the year But Investment made as follows.
Company has made the investment of 3,50,00,000 ( Three Crore Fifty Lacs Only) in the
Joint Venture with the SD Corporation.
11. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s
length basis and were in the ordinary course of business. There were no materially
significant related party transactions with the Company’s Promoters, Directors,
Management or their relatives, which could have had a potential conflict with the interests
of the Company. Transactions with related parties entered by the Company in the normal
course of business are periodically placed before the Audit Committee for its omnibus
approval.
The details of the related party transactions given in the Note No.31 of the Notes to the
account of the Financial Statement for the year ended 31st March 2023.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
there under and the Listing Regulations. This Policy was considered and approved by the
Board has been uploaded on the website of the Company at www.ishanglobal.com under
investors info/Corporate Policy link.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Rules framed thereunder, Mrs Neelam Gupta (DIN: 06823562) Chief Financial Officer &
Executive Director of the Company is liable to retire by rotation at the forthcoming Annual
General Meeting and she being eligible, offers herself for re-appointment.
Mr. Nadish Satyaprakash Bhatia (DIN: 03564903), Additional Independent Director of the
Company on recommendation of the Board of Directors and Nomination & Remuneration
Committee in their meeting held on 2 nd June, 2023 in their meeting had appointed him for a
period of five (5) years with effect from 2nd June, 2023 subject to approval of members at
the ensuing Annual General Meeting to be held on Thursday 21st September, 2023.
During the year Mr Vipin Ganpatrao Goje was appointed as Independent Director w.e.f 07th
April , 2022 and Mr Mandyam Komandur Srinivas resigned as the Independent Director
w.e.f. 31st March ,2023. Additional to this information Ms. Khusboo Shah Company
Secretary & Compliance Officer resigned w.e.f. 28th January, 2023 and Mr.Ketan
Chaurasia Company Secretary and Compliance Officer was appointed w.e.f. 28thJanuary,
2023.
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
1. Mr. Shantanu Srivastava, Managing Director & CEO

2. Mrs.Neelam Gupta, Executive Director & CFO
3. Mr. Ketan Chaurasia, Company Secretary & Compliance Officer
 BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read
with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried the evaluation of its own performance, individual Directors, its
Committees, including the Chairman of the Board on the basis of attendance, contribution
and various criteria as recommended by the Nomination and Remuneration Committee of
the Company. The evaluation of the working of the Board, its committees, experience and
expertise, performance of specific duties and obligations etc were carried out.
The Directors expressed their satisfaction with the evaluation process and outcome.
The performance of each of the non-independent directors (including the Chairman) was
also evaluated by the Independent Directors at the separate meeting held of Independent
Directors of the Company.
 REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for Determining, Qualifications, Positive Attributes and Independence
of a Director and also a Policy for remuneration of Directors, Key managerial Personnel
and senior management.
 DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to quali-
fy themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
13. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the year 21 (Twenty One) Board Meetings and were convened and below are the
dates given-
S.No. Date of Board Meeting
1 6th April, 2022
21. 7th April, 2022
3. 25th April, 2022
4. 30th April, 2022
5. 1st May, 2022

6. 9th May, 2022
7. 11th May, 2022
8. 17th June, 2022
9. 20th June, 2022
10. 28th June, 2022
11. 29th June, 2022
12. 04th July, 2022
13. 14th July, 2022
14. 02nd August, 2022
15. 30th August, 2022
16. 01st September, 2022
17. 02nd September, 2022
18. 16th September, 2022
19. 21st December, 2022
20. 28th January, 2023
21. 13th February,2023
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
Name of the Category of the No of Board Meeting

Director Director Attended
Mr. Shantanu Srivastava Managing Director 20/20
& CEO
Mrs. Neelam Gupta Executive Director & 20/20
CFO
Mr. Vipin Ganpatrao Goje Independent 3/20
Director
Mr. Mahesh Bhupati Independent 0/20
Director
Mr. Mandayam Independent 3/20
Komandur Srinivas Director
Disclosure on the compliance of Secretarial Standards:
The Directors confirm to the best of their knowledge and belief that the Company has
complied with the applicable provisions of Secretarial Standards on the Meeting of the
Board of Directors issued by the Institute of Company Secretaries of India.
14. AUDIT COMMITTEE:
During the year, the Audit Committee met 4 (Four) times on 30/04/2022, 25/08/2022
21/12/2022, and 28/01/2023. The Board has accepted all recommendations of Audit
Committee and accordingly, no disclosure is required to be made in respect of non
acceptance of any recommendation of the Audit Committee by the Board.
Name of the Category of the Status No of Meeting

Mr. Mandyam Independent Chairman 4/4
Komandur Director
Srinivas
Mr. Vipin Independent Member 4/4
Ganpatrao Goje Director
Mr. Mahesh Independent Member ¼
Bhupati Director
15. SHAREHOLDERS RELATIONSHIP COMMITTEE:

The Committee, inter alia, started overseeing and reviewing all matters connected with the
shares and looks into shareholders complaints.
During the year, the Shareholders Relationship Committee met one time on 21.12.2022.
Komandur Director
Srinivas
Mr. Vipin Independent Member 1/1
Ganpatrao Goje Director
Mr. Mahesh Independent Member 0/1
Bhupati Director
16. NOMINATIOAN AND REMUNERATION COMMITTEEs

During the year, the Nomination & Remuneration Committee met one time on 28.01.2023.

Komandur Director
Srinivas
Mr. Vipin Gan- Independent Member 1/1
patrao Goje Director
Mr. Mahesh Independent Member 0/1
Bhupati Director
17. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:—
(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
18. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and administration) Rules, 2014 is placed at the website of the
Company.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, or Associate Company. During the year
company executed Joint Venture with SD Corporation.
20. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
21. AUDITORS:
 STATUTORY AUDITORS
M/s Hiren Buch & Associates., Chartered Accountants, Mumbai bearing ICAI Registration
No 116131W were appointed as the statutory auditors of the Company at the 27thAnnual
General Meeting of the Company to hold office till ensuing Annual General Meeting to be
held in the year 2023 and eligible for Re- appointment for 5 years. As required under
Listing Regulations, the auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.
M/s Hiren Buch Associates,Chartered Accountants bearing ICAI registration number

116131W, be and is hereby reappointed as the Statutory Auditors of the Company
commencing from the conclusion of 28th Annual General Meeting to be held on 21st
September2023 till the conclusion of 33ndAnnual General Meeting i.e. till the conclusion of
the AGM to be held for the Financial year 2028 subject to approval of shareholders at a
remuneration to be fixed by the Board of Directors of the Company, in addition to the
re-imbursement of applicable taxes and actual out of pocket and travelling expenses
incurred in connection with the audit and billed progressively.
 SECRETARIAL AUDIT:
Ms. Tanisha Srivastava, Company Secretaries in Practice, was appointed as Secretarial
Auditor of the Company for the financial year 2022-23 pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them
in prescribed form MR-3.
 INTERNAL AUDITORS:
The Company has appointed M/s Sunil K Khanna & Co, Chartered Accountants as Internal
auditor of the Company for carrying out internal audit of the Company for the financial
year 2022-23.
22. OBSERVATION OF AUDITORS:

There are no qualifications, reservations or adverse remarks made by the Auditors. The oth-
er observations of the auditors are self explanatory and do not call for further information.
23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly authorised,
recorded and reported to the Management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting finan-
cial statements. The internal management of the company checks and verifies the internal
control and monitors them in accordance with policy adopted by the company. The
Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
24. SHARES:
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES:
The Company has not issued any Bonus Shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.
e. Fresh issue of shares:

The Company issued 22,80,000 equity shares through Public Offer in the Financial Year
2022-23 at an offer price of 80/- per Equity Share (including a share premium of 70/- per
Equity Share).
22. CORPORATE GOVERNANCE REPORT:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME
listed Company as notified by Securities and Exchange Board of India vide notification
No.SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, hence the same has not
been annexed to the Board’s Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended to this Report.
24. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
a) The percentage increase in the remuneration of each director,- Nil.
b) The percentage increase in the median remuneration of employees in the financial

year – Nil
c) The number of permanent employees on the rolls of the Company as on 31.03.2023 :

20
d) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remunerate
ion – Nil increase in salaries of Employees and increase in Managerial Remuneration
of Directors during F.Y. 2022-23 as above described in point 24(b).
e) Affirmation that the remuneration is as per the remuneration policy of the company.
The Company’s remuneration policy is driven by the success and performance of the
individual employees and the Company. Through the compensation package, the
company endeavors to attract, retain, develop and motivate high performance staff.
The Company follows a compensation mix of fixed pay, benefits and performance
based variable pay. The Company affirms that the remuneration is as per
remuneration policy of the Company.
f) Details pertaining to remuneration as required under Section 197 (12) of the

Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration
of employees in excess of the limits prescribed – None of the employees were in
receipt of remuneration above 8 lakh 50 thousand per month or Rs. One crore Two
lakhs per annum and above.
25. COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of our
Company falls under Non-regulated sectors and hence, cost audit is not applicable to the
Company for the Financial Year 2022-23.
26. HUMAN RESOURCES:

The company continuously works on the development of the employees at various levels.
The management makes sure that the employee morale and dedication remains high and
that they contribute their fullest and best to the organization. The recreational activities like
seminars/vacations are planned for the employees at regular intervals. As on 31/03/2023,
the Company has 20 employees. Industrial relations are cordial and satisfactory.
27. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
INTERNAL COMPLAINT COMMITTEE
The Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
Further, your Directors state that during the year under review, company has complied with
the provisions relating to constitution of Internal Complaint Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and there were no cases of sexual harassment reported to the Company pursuant to the
sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
28. DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING

CONCERN STATUS/ COMPANY’S OPERATIONS IN FUTURE
No significant, material orders have been passed by the regulators or courts or tribunals
impacting the going concern status of the Company or Company’s operations in future.
29. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to
new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition
& Insider Trading) Regulation 1992 with a view to regulate trading in securities by the
Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company’s shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the ‘Trading
Window’ is closed. The Board is responsible for implementation of the Code. All Directors
and the designated employees have confirmed compliance with the Code.
30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by
the Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.
31. DETAILS OF APPLICATION UNDER THE IBC, 2016 DURING THE YEAR
ALONG WITH THEIR STATUS:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
32. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
33. CAUTIONARY STATEMENT:

Statements in these reports describing company’s projection statements, expectations and
hopes are forward looking statements. Though, these are based on reasonable assumption,
the actual results may differ.
34. CAUTIONARY STATEMENT: ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, em-
ployees, consultants, and various Government Authorities for their continued support
extended to your Companies activities during the year under review. Your Directors also
acknowledges gratefully the shareholders for their support and confidence reposed on your
Company.
Sd/
Place: New Delhi Chairman
Date: 03rd August, 2023 Shantanu Srivastava
00022662
Management Discussion and Analysis
1. Industry Structure & Developments:Business
Snapshot
The Company was originally incorporated as Ishan International Private Limited on May
29, 1995 under the Companies Act, 1956 vide certificate of incorporation issued by the
Registrar of Companies, New Delhi. Subsequently the name of the company was changed
from “as Ishan International Private Limited” to “Ishan International Limited” under the
Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the
EGM held on January 11, 2022 and had obtained fresh certificate of incorporation January
17, 2022 issued by the Registrar of Companies, New Delhi. The CIN of the Company is
L74899DL1995PLC069144.
Ishan is an ISO 9001: 2015 certified Company, GoI certified Star Export House and a
diversified heavy engineering company with an history of 27+ years of experience in
selling heavy engineering equipment in international markets. It is engaged in contracting
and building projects that focus on supplying machines, erection/installation,
commissioning and operational training for sugar plants, jaggery plants, pharmaceutical
plants, hydro power plants and pollution control systems. It also provides high end
engineering services and solutions for all types of activities in Hydro Power, Sugar and
Jaggery, Pharmaceuticals, Pollution Control Systems. It provides customized heavy
equipment’s including the entire range of machinery for sugar, jaggery, pharmaceuticals,
hydro power and pollution control.
Established in 1995, its initial business was of pharmaceutical machinery and raw materials
for pharmaceuticals ingredients and our company later diversified into heavy engineering.
Its business is largely focused in international markets. In 1999, it established its 1st
overseas office in Vietnam. Between 1999 and 2021, it had set up its overseas offices in
Philippines, Indonesia, Hanoi (Vietnam), and Kenya (in process). Its Quality Management
System is in place under ISO 9001: 2015.
Since 2004, it has leveraged its track record internationally by providing a wide range of
heavy engineering machineries on various overseas projects, particularly in the Philippines,
Vietnam and Indonesia to esteemed clients like Busco Sugar Milling Co. Inc, Univarsal
RRobina Corporation Group, First Farmer Holding Corporation FFHC, Sonedco, Sunwest,
Navetco-National Veterinary Joint Stock Company, Minh Dan Pharmaceutical Joint Stock
Company, Thien Tan, Song Da Group, NCC, Kosy Group, Tra Linh, PBT PT. Purnama
Bohler Technologi, GMMPT. Gendhis Multi Manis, PSMI, GMTPT. Garuda Mas
Transindo, Biscom Inc , Lopez Sugar Corporation, Dynamic Technologist & Trading,
Papiz Sugar, Central Inc, PT. PG Gorontalo, Bogo-Medellin milling Company Inc, Kibos
Sugar And Allied Industries Limited etc. Over the years, it has had an array of successful
relationship with Vietnam government and this continues Through its efficient functioning,
it has been able to grab a niche in the market and would continue to maintain the same
goodwill.
2. Engineering Industry – Indian and Global

Engineering is one of the largest industrial sectors in India. It accounts for 27 % of the total
factories in the industrial sectors and represents 63 % of the overall foreign collaborations.
Increasing industrialisation and economic development drives growth in the capital goods
market. Turnover of the capital goods industry was estimated at US $ 92 billion in 2019
and is forecast to reach US $ 115 .17 billion 2025. Growth in the power industry is
expected to drive growth in the electrical equipment industry. Electrical equipment market
production is forecast to reach Rs. 500,000 crore (US$ 100 billion) by 2022 from
Rs.175 ,000 crore. The Index of Industrial Production (IIP) for the electrical equipment
industry stood at 92.0 in FY21. Engineering R&D (ER&D) revenues are projected to reach
US$ 42 billion by FY22F from US$ 36 billion in FY19.
According to the National Association of Software and Service Companies (Nasscom),

India’s share in the global engineering and research and development (ER& market is
likely to expand at a CAGR of 12 -13 % to reach US$ 63 billion by 2025.
 With infrastructure investment set to go up, demand for construction equipment will rise
further by 2022, construction equipment sales are for cast to reach 110,815 units.
 The Indian telecom equipment market is likely to increase owing to the government’s
Rs.12,195 crore (US$ 1.6 billion) production- linked incentive scheme approved for
telecom gear manufacturing in February 2021.
 Export of telecom instruments increased from US$ 2.58 billion in 2018 -19 to US$ 4.68
billion 2019 -20.
 Increased production of Central Public Sector Enterprises (CPSEs).
 Production by CPSEs under Department of Heavy Industries increased to Rs. 39 720 .24
crore (US$ 5.68 billion) in FY 20 from Rs. 33,526 .15 crore (US$ 5.20 billion) in FY 18.
 With infrastructure investment set to go up, demand for construction equipment will rise
further By 2022 F, construction equipment sales are for cast to reach 110,815 units.
Robust growth in India’s engineering export over the years
 Engineering exports include transport equipment, capital goods, other

machinery/equipment and light engineering products such as castings, forgings and
fasteners.
 Between FY16 and FY21, engineering exports from India expanded at a CAGR of 5.51
%.
 In August 20212021, exports of engineering goods from India stood at US $ 9.64 billion,
a 59 .01 % increase from August 2020.
 The US is at the top of India’s export destination for engineering goods.
 Export of engineering goods is expected to reach US$ 200 billion by 2030.
 100 % FDI is allowed through the automatic route, with major international players
looking for growth opportunities to enter the Indian engineering sector.
 In August 2021, India’s merchandise exports stood at US$ 33 .28 billion, an increase of
45 .76 % over the US$ 22 .83 billion recorded in August 2020.
o
3. SWOT Analysis
Strength Weakness
 KMP's experience, country  Inadequacy in marketing
knowledge and relationships efforts in Indonesia.

 Listed with the National New supplier of Hydro
Stock Exchange of India power plants, no project to
showcase in Vietnam.
 Enhanced Brand value
 Unreliable supplier of
 Strong marketing team in Bearings
India and Overseas
 Competent and effective

back-end team at HO
 Unparalled value addition to

both ends of the supply
chain
 Foreign offices managed by
experienced and qualified
staff
 Strong team of business
advisers
 Strong team of financial

advisers
 Strong team of legal

advisers
 Good network of supply

base, including multination-
al companies
 Competent team of
engineers
 "Good track record and

relations with buyers and
suppliers of 28 years
 Good track record with

buyers and suppliers.
 Star Export House

certification by Government
of India
 Good relations with
governments
 Strong support from bankers
 Quality Management System under

ISO 9001:2015(TUV Nord)
Opportunities Threats
 Good market potential  Competition
in all our industries
 Payments from buyers getting
 Good market potential delayed
for diversification in
our existing countries  Loss of reputation due to delay in
delivery by suppliers
 Good potential for
diversification to  Posible penalties due to non-
other countries in our compliance
existing industries
 Good potential for

going into
manufacturing for
backward integration
 Easier access to Buy-

ers
 Easier access to Man-

ufacturers
4. Risk Management:
The company has a well defined, well analysed and well implemented Risk Management
System. Risks are identified, analysed & graded. Specific Action Plans are defined for
Medium & High Risks. This system is continually reviewed and updated by the
Management based on the ‘Gap Analysis’ done as per the Quality Management System
under ISO 9001:2015.
.
5. Environment Health & Safety:
We are committed to complying with applicable health, safety and environmental regula-
tions and other requirements in our operations. Compliances are strictly met and monitored.
6. Internal control system:
The Company has sound and adequate internal control systems commensurate with its size
and nature of business. We constantly upgrade our systems for improvements. The Audit
Committee of the Board periodically reviews these systems. These systems ensure
protection of assets and proper recording of transactions and timely reporting. The Audit
Committee also regularly reviews the periodic reports of the Statutory Auditors and
Accounts. The Company has trained the staff for GST etc.
7. Material developments in Human resources / Industrial Relations front,including

number of people Employed:
Human capital has always been the most important and valuable asset to the Company. Our
Company continued its activities during the year in a cordial atmosphere with utmost
co-operation amongst employees and the management. The management is committed to
promote safety, occupational health and proper environment in designing, planning,
training and completion of all tasks. Trainings are imparted to employees on a regular
basis.
Place: New Delhi

Chairman
Shantanu Srivastava
Din:00022662
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)
Form for disclosure of particulars of contracts/ arrangements entered into by the company
with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013
including certain arms length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis : NIL

Name(s) Nature of Duration Salient terms of Justification date(s) Amount Date of
ofthe re- contract of the con- the contracts or for entering of ap- paid as special
lated par- s/ ar- tracts/ar- arrangements or into contracts proval advanc resolu-
ty and range rangem transactionsin- or arrangeme by the es, if tion as
nature of ments/ ent/ trans- cluding the val- nts or Board any per first
relation- transacti actions ue, if any Transaction proviso
ship ons to Sec-
tion 188
.
2. Details of material contracts or arrangement or transactions at arm’s length basis : Nil
Name(s) Nature of the relatedofDuration of the Salient terms of the date(s) of ap- Amou
Party and contracts/ arrange- contracts/ contracts or proval by the nt
nature of relationship arrangement/
ments/ transactions arrangements or Board paid
transaction transactions including as ad-
the value, if any vanc
es, if
any
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Place: New Delhi

Chairman
Shantanu Srivastava
Din:00022662
FORM NO. MR 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
[Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section
204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
To,
The Members,
Ishan International Limited
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by Ishan International Limited (hereinafter called “the Company”). Secretarial Audit
was conducted in a manner that provides us a reasonable basis for evaluating the corporate conducts, statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company’s statutory registers, papers, minute books, forms and returns filed with
the Registrar of Companies (‘the ROC’), and other relevant records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the Company, during the audit period covering the financial
year ended on 31stMarch, 2023 (“audit period”), has prima facie complied with the statutory provisions listed
hereunder and also that the Company has proper Board processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the statutory registers, papers, minute books, forms and returns filed with the ROC and other
relevant records maintained by the Company for the financial year ended on 31st March, 2023 according to the
provisions of:
(i) The Companies Act, 2013 (‘the Act’) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of For-
eign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not applicable to
the extent of Overseas Direct Investment and External Commercial Borrowings as there were no reportable
events during the financial year under review.;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client.
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018;
(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
(f) The Securities and Exchange Board of India (Mutual Funds) Regulations,1996;
The following laws are prescribed in the format of Secretarial Audit Report by the Government, but certain
laws stated above were applicable to the Company for the financial year ended 31st March, 2023 and duly
complied:-
(a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999;
(b) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and listing of Debt securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable
Preference Shares) Regulations, 2013.
Though the following stated above laws are not applicable on the company for the financial year ended 31st
March, 2023 but disclosure given as prescribed in the format of Secretarial Audit Report.
(vi) The management has identified and confirm that the other laws as specifically applicable to the Company
and the Company have proper system to comply with the provisions of the respective Acts, rules and
Regulations;
(vii) We have also examined compliance with the applicable clauses of the following:
(a) Secretarial Standards with regard to meeting of the Board of Directors (SS-1) and General Meeting (SS-2)
issued by the Institute of Company Secretaries of India.
During the period under review, we are of the opinion that the Company has prima facie complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the following:
1. Non-Filing of Half Yearly Financial Statements along with Unaudited Limited Review Report on time
with NSE and penalty levied is Rs.1,75,000/ on the company-Waiver application filed and NSE decision
pending.
2. IPO issue related expenses is more than the actual issue related expenses- Shareholders approval
pending for the leftover amount for IPO issue related expenses.
3. Following Charges are satisfied and according to the Ministry of Corporate Affairs index of charges
Form CHG-3 filings are pending-
a. Charge Id- 10449787 of Bank of India created on 02/09/2013 of amount Rs.10,00,000/-

b. Charge Id- 10128617 of Bank of India created on 17/10/2008 of amount Rs.5,00,000/-
c. Charge Id- 90054663 of Bank of India created on 27/09/2002 of amount Rs.10,00,000/-
We further report that we have not examined the Financial Statement, financial Books & related financial Act like
Income Tax, Sales Tax, Value Added Tax, Goods and Service Tax Act, ESIC, Provident Fund & Professional Tax,
Related Party Transactions etc. and utilization of Net Proceeds of IPO funds as mentioned in the prospectus. For
these matters, we rely on the report of statutory auditors for Financial Statement for the year ended 31stMarch,
2023.
We further report that the Board of Directors of the Company are duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors.
Mr. Vipin Ganpatrao Goje (DIN-09607934) appointed as Additional Independent director w.e.f. 7th April 20222 and
regularized as Independent director w.e.f. 1st May 2022 in General Meeting.
Mr. Mahesh Bhupati (DIN-01603093) appointed as Additional Independent Director w.e.f. 10th March 2022 and
regularized as Independent director w.e.f. 25th August 2022 in Annual General Meeting.
Mr. Mandyam komandur Srinivas (DIN-08953709) resigned from independent directorship w.e.f. 31st March 2023.
There were no other changes in the composition of the Board of Directors that took place during the period under
review.
We further report that as per the information provided, adequate notice\intimation was given to all directors to
schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a
system exists for seeking and obtaining further information and clarifications on agenda items before the meeting
and for meaningful participation at the meeting.
All the decisions were carried out unanimously by the members of the Board and the same were duly recorded in
the minutes of the meeting of the Board of Directors.
We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
We further report that the management is responsible for compliances of all business laws. This responsibility
includes maintenance of statutory registers/ records required by the concerned authorities and internal control of
the concerned department.
We further report that during the audit period, pursuant to Section 203 of the Companies, Act, 2013 read with rule
8 and 8A of (Companies Appointment & remuneration of Managerial Personnel) Rules, 2014 and regulation 6 of
SEBI (Listing obligation and Disclosure requirements) Regulation, 2015, Mr.Ketan Chaurasia having membership
number A56841 and Ms. Khusbhu Soumik Shah having membership number A53810 has been appointed and
resigned respectively as Company Secretary and Compliance officer w.e.f. 28th January, 2023.
We further report that during the audit period, the Company has the Authorized Share Capital of the Company Rs.
10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity shares of Rs. 10/- (Rupees
Ten Only) each. And there is no change in the authorized share capital.
We further report that during the audit period, the Company at its Board Meeting dated 16th September 2022 has
allotted 22,80,000 (Twenty-Two Lakhs Eighty Thousand) equity shares to public @ Rs. 10/- each (Rupees Ten
only) which were issued as per Initial Public Offer at premium amount of Rs.70 each and Prospectus filed with
NSE on 01st September 2022.
We further report that during the audit period, the Company has the Paid-Up Share Capital of the Company Rs.
7,20,78,430/- (Seven Crore Twenty Lakhs Seventy Eighty Thousand Four Hundred Thirty) i.e. 72,07,843 (Seventy
Two Lakhs Seven Thousand Eight Hundred Forty Three) equity shares @ Rs. 10/- each (Rupees Ten Only) each .
We further report that during the audit period, company got listed on NSE Emerge Platform as a SME Listed
Company. The bell ceremony held on 22nd September 2022.
We further report that during the audit period, there were no instances of:
i. Rights/ debentures/ sweat equity, etc.;

ii. Issue of equity shares under Employee Stock Option Scheme except cancellation of various Stock
Options granted ESOP;
iii. Redemption / Buy-back of securities;
iv. Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013
which would have major bearing on the Company’s affairs.
v. Foreign Technical Collaborations.
vi. As informed, the Company has not received any directions from the SEBI.
Date: 30.05.2023 For Tanisha Srivastava & Associates

Place:New Delhi Practicing Company Secretaries
Tanisha Srivastava
ACS No.: 49947 / COP No.: 20146
Peer Review Cert. No.: 2916/2023
UDIN:A049947E000421846
Annexure ‘A’
To
The Members,
Ishan International Limited.
Our report of even date is to be read along with this letter:
Management’s Responsibility:
1. It is the responsibility of management of the Company to maintain secretarial records, de-
vise proper systems to ensure compliance with the provisions of all applicable laws and
regulations and to ensure that the systems are adequate and operating effectively. Our re-
sponsibility is to express an opinion on these Secretarial Records based on our audit.
Auditor’s Responsibility:
2. Our responsibility is to express an opinion on these secretarial records, standards and pro-
cedures followed by the Company with respect to secretarial compliances.
3. We have conducted the Audit as per the applicable Auditing Standards issued by the Insti-
tute of Company Secretaries of India.
4. We believe that audit evidence and information obtained from the Company’s management
is adequate and appropriate for us to provide a basis for our opinion.
5. Wherever required, we have obtained reasonable assurance whether the statements pre-
pared, documents or Records, in relation to Secretarial Audit, maintained by the Company,
are free from misstatement.
6. Wherever required, we have obtained the management’s representation about the compli-
ance of laws, rules and regulations and happening of events etc.
Disclaimer:
7. The Secretarial Audit Report is neither an assurance as to future viability of the Company
nor of the efficacy or effectiveness with which the management has conducted affairs of the
Company.
8. We have not verified the correctness and appropriateness of financial records and Books
of Accounts of the Company.
9. The verification was done on test basis to ensure that the correct facts are reflected in the
Secretarial records. We believe that the processes and practices, we followed provide a rea-
sonable basis for our opinion.
Date: 30.05.2023 For Tanisha Srivastava & Associates

Place: New Delhi Practicing Company Secretaries
ACS No.: 49947 / COP No.: 20146

Peer Review Cert. No.: 2916/2023
UDIN:A049947E000421846
41 | Page
ISHAN INTERNATIONAL LIMITED
(Formally Known as lshan lnternationl Private Limited)
CONSOLIDATED STATEMENT OF ASSETS AND LIABILIT|ES AS ON 31st MARCH 2023
( Amount in Rs in Lakhs)
Sr Pafticulare .Note As at 31st March,
No No. 2U2a
Asat3lst March,2022
\SSETS
'l !on{urent assets
a) ProDertv. Plant and Eouiomenl
li) Tanoible assets 2 '145.88 161.58
b) Financial Assets
(i) Non-current investments 3 434.24 u 45
(ii) Lonq-term loans and advances I 20.78 2.18
'c) Other non-current assets 5 12.26 70.38
'd| Defered TaxAssels 6 14.O7 4.48
I Otal Non uurenl Assets 627.22 323.05
lunent assets
a) Inventories 7 13.48 1.76
b) Financial assets
(i) lnvestrnents
(ii) Trade reeivables 8 1,306.94 't.'t87.97
(iii) Cash and bank balances 9 475.40 150.52
(iv) Short-tem loans and advances 10 1.051.04 488.09
c) other curent assets 't1 40.11 17.44
Total Curent Assets 2,886.97 1,E45.E2
Total Assets 3,514.1 I 2.1 68.88
:QUITY AND LIABILITIES
a :QUITY
(a) Share caDital 't2 720.74 492.78
(b) Other Eouitv 13 'L661.04 126_93
c)Money received against
;hare warants
Total ShareholdeE Fund 2,341.82 619.72
LIABILITIES
\lon-curent liabilities
(a) Financial liabilities
(i) Long-tem borowings 14 89.55 132.44
t5 29.16 10.99
Total Non Curent Liabilities 114.71 143.47
;unent liabilities
(a) Financialliabilitles
(i) Short-tem bonowinos 't6 393.86 718.37
(ii) Trade Davables 17
(a) Tolal Outstanding due of mirco
enlemrlses and small entemrises
(b) Total Outstanding dues of creditor:
other than mirco enterpirses and smal
entemnses 513.25 173.75
(b) Other curent liabilities 18 54.31 453.57
(c) Short-tem Drovisions la 52.24 60 0q
Total Curent Liabilites 1,013.66 't.405,59
Total Liabilities 3,514.'t 9 2.168.88
In tems of our report attached

For Hiren Buch Associates n behalf of Board of DirectoF
v*
FRN:116131W
Sandeep Chaturyedi Shantanu Srivastava Neelam Gupta

Managing Director Executive Director and
Partne; and CEO cFo
M no, 154248 DIN No.00022662 DIN No,05823562
Plac€ New Delhi Place: New Delhi Place: New Delhi
Date : 24,08,2023 Date i 24.O8.2O,3 Date : 24,08.2023
UDIN:
^-'-'.w
Company Secretary
M.No.5684t
Place: New Delhi
Date : 24.08.2023
ISHAN INTERNATIONAI TIMITED
(Formally Known as lshan International Private Limited)
Consolidated Profit and loss statement for the Period ended 31st March 2023
( Amount in Rs in Lakhsl
Note For the Year ended For the Year ended
Particulars
No. March 2023 March 2022
levenue from ooerations 20 1,570.31 2,Lr2.47

Jther income 27 22-22 51.90
Total lncome 3,592.53 2,t74.37
Expenses:
Materials Costs 22 2,800.21 1,536.14
lhanges in inventories ofwork-in-prosress & Raw Materials 2t rr.72|
imployee benefits expense 24 727.64 179.46
Inance costs 25 65.04 87.38
)epreciation and amortization expense t7.52 5.46
Jther expenses 26 52a.27 2t5.49
lotal Exoenses 3,526.90 1,963.94
Profit before exceptional and extraordinary items and tax 6s.62 2to.37
-ess: Exceotional items 127.24)

ncome of Earlier Years 0.20
Taxes of Earlier vears'written back 2.75 L.2L
arlier Years' lnterest Expenses (28.651
Profit before extraordinary items and tax 68.37 183.13
ExtraordinarV ltems
Profit before tax 68.37 183.13
.ess: Tax Expenses
1) Current tax 20.t1 56.00
2) Deferred tax Liabilities/(Assetsl (9.59 2.70
)rofit (l-oss) before share of profit/(loss) from Joint Venture 51.85 L24.43
\dd / (loss): Share of Profit /{loss) from Joint Venture {0.05
Profit (Loss) for the period from continuing operations 51.80 124.43
Jther Comprehensive income
'a) ltems not to be reclassified subsequently to profit or loss
Gain/(loss) on fair value of defined benefit plans as per actuarial valuation (16.90 2.77
Ib) ltems to be reclassified subsequently to profit or loss

Other Comprehensive income for the year, net of tax (16.901 2.77
Total comprehensive income for the vear, net of tax 34.90 r27.15
Profit available for appropriation {after tax) 34.90 L27.L5
rrofit (Loss) for the period 34.90 t27.r5
:arnings per equity share:
1) Basic 35 0.48 2.i6
2) Diluted 35 0.48 2.58
In lems of our report attached

For Hiren Buch Associates For and obPehalf of Board of DirectoE
FRN: 116131W
Sandeep Chaturyedi
u>su- urry
Shantanu Srivastava Neelam Gupta
Managing Director & Executive Direetor
CEO and CFO
Partnel DIN No.00022652 DIN No.06823562
M nc 154248 Place: Newtelhi Place: New Delhi
Place: New Delhi Daie i 24.6.2023 Date : 2,+.08.2023
Date: 21.08.2023
'u/
t\v t gv.
Company Secretary
M,No.56841
Place : New Delhi
Date: 24.08.2023
ISHAN INTERNATIONAL UMITEO
(Fomalty KnM as lshan Intemalional Privft Limibd)
Consolidded Cash Flow S6erent for fE Pedod dded 3lst t arEfi. 2023
the year ended 3tst March 2022
bsh f, ow hh oFhtihg adivft ies

Profrt / (Lo6s) aner eluao.dinary items and tax
17.52
55.04
(16.90
(2r.86
0.05
AdjushenE tor (incrcase) / dectease ih oryraling assets:
Trade receivables
Shon-lerm loans and advancG
Other Curred Asseb
ffier non-cunenl assets
Adjushents fot increase / (decrcase) ih operatihg liabiliti6
Trade payabl6
od|d cureht liabililies
Shod{erm p.ovisions
Other Long Term Liabilities
Lohg{dm provisions
income tax (paid)/ retunds

€sh tlow ftom / (used in) op€ding advitbs (A)
Tar (Asseb) / Uabilities created
6sh fld frm, (used in) investing adivilies {B)
Cash flow trDm fmancing adivities

; from lssue of Share Capital (lnduding Share PremiumxNet ofl$ue Exp.)
/ (Decrease) in longierm borrowins
/ (Decrease) in other shoi-term bonou/ings
Received Agaihst Share Warants

yeaE'adjushent in general reeede
increase /(detrease) in Cash ahd cash equivalmb (A+B+C)

and cash equivalenb atthe beginning ofth€ year
ofexchange difference on restatement offoreign cunehcy Ca6h and ca6h
and cash equivalehb atfre ehd oflhe year
and cash equivalenb atthe end oflhe year Compris6:
cash on hand
Balahoes uith banks
(i) In @rent accounts
(iii) ln deposil accounts \^ith original maturity otl6s than 3 months
(iv) In earmarked ac@unb (unpaid dividend)
l. The above Cash Flow Statement has beeh prepared lnder the 'lndired Method' as Eet od in Accounting Stahdard - 3
'Cash Flw Statemenb'prFsibed bythe Cohpanid (Accounting Standard) Rules,2006.
Previous yea/s figurF have been regrcupedfeafanged {herever nece66aryto confomlo lhe cunentyeais
lerms ot our reDofr aftch€d

For HiH Buch Ass@iabs
Chanered Accounbnls
FRir: t'l6l3lW
Neelam Gupta
Sandep Chfiwedi Executiv€ Director & CFO
Pafrer DIN No.06823562
M no lg2{
Ple i New Delhi
Date : 24.08.2023 Place: Nd. Pla@ : New Dehi
Date : 24.0a:O23
Notes toming Pan ofbe B.latrc€ sh*tas at3lst March 202!
1 Si!nafi cant Accounnng tulici.s
Private Limibd company undd S6 Fov$ohs of fhe ComFni6 M, 156 and sot @nvend in b Ljmited @mtsny 6n 17b January, m2z
b SbtematdComplioc.
a|soapP|ideXepts€le6mp|ian@Wohd*MorpromU|gatonsrquiBadite
c Basis dAccoudng
de!r*bSid tu ihpu6bfrefatvalu. heasrcmnb arc obervable ahd th€ sighif@nca ors. inpubbihahtvalu. mea$rdohr ih it6.il6ry:
Lev€l I inpub are quobd pdc6 (uradjueed) in adw markebtor ident€las6 orliabiltFhatbe @hpahy en a..sarmea$rehed dat!:
Level 2 inpub are inPds, o&ertan quot6d pdc andudgd In levd I, Sat are ob$Mblo torbe as*t or liability, .iher dnedy or indndy; .nd
Levd 3 inpE are uhokruable indslorfre val@don of as*ts orliablit6.
Acve lev6l of falr value hio6rchy are aPlid cohd6bDny ahd gen€€lly, rhcre arc ho bh6f6r &ken 6.lcvd ort6bL Elue hieBdy unl.sbB dramsEnces dange5 Mranring &d uansraE
d Presenboon otinaDcid sbt€mehb
dalemenE aiong Sh he oher nd* r€quked to b dido*d under the notifad A€oudog sbndards and S6 sEBl (lidng ouigatons €nd Oido$re Requr.hehc) Resltatons, 2015 as amendd.
r operadng cFle tor Eurdt rnd non<urent cl.ssitcadon
monies) frhin Se agred credfrpenod nomally apdi@bleto he r6Fdv€ lih6olbdnes.

t Us. olJudg.mst ahd esdm.Es
ar..eflded in be rnaocial sabmetr in he Fiod inSid tun96are made3nd, if hat.nal, h6t effe*a.e disdosd in hs nor6to hefnandatdarehetr.
The manegem6ni bdieves bat he 4ihat6 u*d in FetsEton ofhe* nnahciat *temeG arc ju6t, @d.nr and rea$na$e.
g Excepdonal ltns
h Property, PlaDtand Equlpment (PPE)
Sb he ComFnys a@ountng Flicy,
are allo@ted and €pihli*d as a pad orte @d of be PPE.
PPEnotradyfolb.intehdEdus.ohse&boltheBe|eheShedal.didos6das.epib|m*ingogles,.(A$rddbF|icyon|eas'[email protected]
&ndGebdiedinbeagt.Th99dmatdUs&||i'eand.eddualva|u6ar€al$.e'ewdatoachfnancia|yea
more @sl of d pad Df b. a

i6 detrdad ov.r ib qarat6 uetul lile.
bpredanon onaddidonsto/ddudohEfiom, ow6d ass* iselculated pro rab to 6e pedd d us.. Efta 6hifr derFiadon isprcvaded on a toenonbss.
beleasetsm. Weref6re
Freehold lahd is nol dopredated
Such dases of asrs and frd.dmated u*lli6 a.e as und6r:
Padculars ofAsseb Usetul Llves lln YeaE)
15
Fadory PreDi*s and W€ighMdse
Mobr eE. Truck and DumDers .b.
s
a
Furniture ahd Other equipmnb t0
5
3
fhe ComPany does nol have 3 ProgEm ol venfr€ton to cover all Se it@6 offxod as$E in a phased hann€r. Fixd ass were hot phrielty vdfrd by be manasdeil dunng fre yeai
Rcvenle Rsognilid
Indendlying the Cotrtact

tu ehnty $all a@unttor a cohtadSS e ddomd that isUhin Se6@pe of hi6 Stendard onty S€n allor hetolloshg dda are met
(a) be padestothe @ntad have aProv.dbe @dad(in dtng, oElly orin a@odanceSb osff dslomary businespr3dc6) and arc @mmitd to pstrom betre+dvo obtigatdsl
(b) se entty en idemify ea$ tsB6 dghb rcgerding s. good6or*ruice6b bhnsrn€dl
(c) the.nrty €n idediry b€ paymed t6ms for b6 goods or s€Nic€s to b tanderdi
{d) he @ilEd ha6 commercbl Eub6bhce (ie fr6 dsk, tming or amouhi of h. Bntty 6 ture e6h nok i6 6pad ro d.hg. a6 a r.6dr or the @nract)i ahd
kaus h. €ntty hay otr€r$e custom€r a pdce con(Esion.

ld€ndtly'n9 P.domrnc€ obliga6o.:
ffalis di6tindi or S6 (b) a ei6 of distinct good6 or @ruic6 Sat are sbsbdi.lly SG sms and hat have he sm. Danem ofhn6rsrro fre @6tome.
Satsft cton d tstumane odlgadonsl
f€nt'$a||re@gni$rv€nuesen(olas)m€dity9td6aP#omanc.obli9atonbyhnd€dngaPlomidgoodo'$d€{i'.'a
Pedom.nc. ouigafons sadsfd ovsdm€
Whendh*padyba@nb
F6eht any uhdhditonal dghbto consideraioh s6tsBtdy as a r€eavau6.
men {or as)a pedomance obligeton is *t$ed, an 6ntiy shall r@gniss a6 r.v€nue he amount of fro albet6d to bat pdoman@ odisaton
htemining ft€ uansac$o pnc.
h endty $all.onsiderhe t
9ood5oreMc*badsm6l'eldUdingamounb@||3d€donbha|fof$tdp.d6(|orexamP|e'9me9|6
Under Ind As, hesefnancialaeEhaw bh dadfd as FatValue Srough Proftor tos(MPL) on hed.t6 of tranddoh 6nd hthtue cheogesaftdb6 date othndton h.s ben rcognied in proftor los
Far vaheneas!rement:
Th. tal valua or se 6nand.lasb rnd liabilit6 arc indud6d atSs amouil at Sid th6 instum.d codd & d6hary€d in a cuE6.t hnedon beMffi Slins Fd6.
Th€ tolloung mehods and as$mptions w6r. used lo estmate he ftLvalu6:
(a) Failklueolcurent as*sid ihdud6 loan6giv4, e* and esh quivalehtB, otrer bnkbalancG ad obdfmrcial6sE- aProimates6ir€ryins amounE.
apd€d loss of fr* rdvaH6s. Aeordingly, faf valu€ ot &d inshm6e is not mabdally diff6ret ftom S€t enying amouft.
BonoSns @6Eindudo id.rd€pne elilat€d ugn

adrushent b iil6.6t cosb.
fin:nd.l lnshnenb
brough prontor lo55 aroreghisd immedbtdy in PfoftorLos.

|[email protected]|oansandPrder6neshars'se6tfoffadal.hountofbefUndirov€rinjtal|ym€$rdfrv.tueisa
Alr@snid nhandala66arc$b*qudty meanrd inhet edrcty eiSd ai amod*d @d oratratvaluo detsndihg on b. dadn€ton orthefnandatas6ba6roilos:
{i) Inv*hetr in dd intuments Sat ar€ d€dgnat.d 66f6t value $rough profit or 16 (FWPL) - atfair vatu!.
in debl instuhotr frai meet be rollo$ne dndjion€ a€ 6ubqu4ny m6asrsd at - at amodsd dEt (uds tu sm. ddgh.t d a6 tut v.lue frrcugh
v
(ii) Inv6heds roft or to$):
Theasis hald Sthin. hdne mod.l*osaobj€dive is to hold a*is in orddto @[email protected]
Th€conradalt.ms ot intumed giv. i* oh wdt6d d.tsto esh fos Sai arc $ldy Fymee of pindpaland inrcresr oh bc pdndFt amount outsbndang.
The asis held $ftin a bsines modd *o$ obj€divea6 adievd bob by 6ll.dng @tradd€sh fo$ and dtingfnanciata€s;ad
Ihe cotuadalterms d ihtumeilgive ri* on sFdfed datsslo €sh noG Satare $ldy Fym€eolFihcipalahd ihbredon SepdndFtamouil olmndrns.
{iv) hbt ihshhenbal FWPL isa rcdd@l etegory rord$t indrum.htq ifahy, and all dang6 arergcosnisd in Foftortos
Inv6hentin quity intuhgnb isd by 6ub6idiary, a6edate.d joid v€ere @mpeni* s.e he.s.d stcod t6s ihpaim.d.
,e,
inve#enb.lNeshd in Pr€l€rnce *ar6 nd meeting bo ator€id @nditonsare dasdfd asdebtin$ruheds.t FWPL.
Font or los, ln €* of 4uity instumeDt6at FWOCI, ild cumulativegain orlosis notr€cla$iidb Fdtorlos on dispo*lof ihv&€n&.
(C) Afnandal as$tis pjmadly der€FsnisdSen:
(i) S€ dshtto.6eiveeshio$from s6 ass.t ha6 6pid, or
hnsbrd €u&ntdly allthe dsb and.Mrds oltre as*t or (b) S6 @mFny hasndhdtmnsf€nd nor rdaind $bsbhdally allfr€ d6b and.a/ards of fr€ ast bd has ransfned @nrotd he aM.
oh d.recogn'doh d a fnancialast ih iE edr€ty, 6e dfferse beM* fro @rying amouDE mea$rd.1Se dat. ord.re@shiton .nd be @nsid6ratoh r€€ived is rc@gni$d ih proft or Los.
lhd AS 1@. lmp.im€nt los on inv6hnb is r&ogni# Sen be errying.mouht ex@ds ib r€covBraue amouil.
(ll) Fln.DclalUaulld.s
Afnancialliability i6doru@gnjdSenhe rdatd obligadon.ypD6s or isdi6chargd orencdld.

Invhtod6 aEvalled ate.providingfo. obsolenco, aE uhd€i
u*d, ar6 evpEtd b be &ld al or above @61.
a* otqualiryihg a*E @d.le ihdudG apdi€ble bnoSng @scvide policyrelaingb bno$hg @sts.
(i0Finiskdgoodsahd.bckjFtad€(inr6Fdofgoodsacquir€dlorhdjng).t|owofrighted3v.rage@
(iv) tumpleled proPdytud-in?.ogress (induding land) in re+dof protsny devdoFh€dadviry ar lowrot+eciielly iddf.ble @dor ner reatiebt6 vatu..
C.sh .nd Banl aahnces
dange are not indudd as pad ol6S and e$ 4uiElenis.

'nvalu6,
Secur'tls Prentun Accounl
Sdnn6 prmium indudes:
(i) Tbe diff€ren€ b.s@nihe bc€lu. ottheequity $aresand be @[email protected] in r6p.d of*ar6 isued.
(ii) Th6a6su€6xFh6ofeddt6didq$lifyasquityinshmdBarcdfrenoffag.ihd*ddtB6ptfiiuma@uil.
(i) shodT.rm Emplor Ben€tts
&ndG and are ernsd inlhe pdod in Sich so Bmployoe rendercfre relatd sM6.
(ii) P6t EmploFent Aenefib
. besh€mes is recosnised dunns$e tsilod in Sid ft€€mploye renderc6erdat6d ssd6.

(b)bfnedBeh€ftP.n3:Th€emP|oye6.96bityfnd*h6h€sandodoy66Fudflfhd$heh6hamg
ddned bendd plans. Th6 pr€gt wlue ot$e obli$ton undd ddned beneft pla.s is detsminod bad o, adadalvaluation 6n9 be Prcjdd Unit credit Mehod.
The obligaton is measurd
ouigaton6athe Bdane Shd dab.
frs. ft.sd.meht oeorr Pas *d@ @6t i5 re@sDied as elFns. atSe eadid otffe plan anndh.d or cutuilme.l and Sen he @hpahy [email protected] rdared.esudlring cos or tdmin.0oh bndib.
{ii) bhg feh EmploFe bndc

fr€ 6se otdennod bnefrplansVde (iiXB)spr..
lderest cost implidt in long tem employee behdt cost i6 re@sdsd ii he Shtoment ol Proti and Lo$ unde.fnan@ @$.
{lv) Teminal Benefib
Tax on in@me to. bs curent pdod as demind on Se basis of bxad€ in@mE and br dedb comptd in ac6rdan@ Sh the Foudons of b€ In@me Tax M,1St and hd oo Se exFftd od@ne d 6*sseng arats
laG onadod orebsbnlvdy enad€d ason he Balane Shddab.
Se rcveEldSebnporary diffdee ahd il i6prcbablebathe t6mFrary ditrd.h@ Sllnot rcvee in he fofe*@U.t@8.
.sb is Bviowd atte nd or ead f6podry Fiod and rducd to fro €t€il bat it ls no longer Fobde bd Mdntbxable prcfb Sll b avaalable to .tlowattor Fn dt. ast to b rev.rd.
&btd bx ass rdathg lo un.bsrbd datr€cianonftudn* losdoGs und.rbe had'epiblgaim'ar€ reosdsd 6nd eded foruad b ho d€nt
Mdedftrrc taxaHe in@me Sll b a€ilaHe asaind Sich sch dd€ned bx aeb €n be realjd.
TEnedon orcveilSid is rdognisd oltside Proft or Los6, €i$er in dhd Comproh.ndv. In@me or in equity. is r.cord6d alohsSS Se Erasamti€U6.
Accorndng tor Jolhr Ventur€s:
Th€@[email protected]€sandFdneFinibbobofac@unlHowd'heso|6prj*hawbdhandldbyJoim
Padnas/ Ehdt6.
Ind As 116- LeasMi6h s
is gcabrSan 12 modq unl.s h€ Mdodying a*t i6 of low valu., and & r@ogd* depEdadon of lea..d aeb sspaddy lrcm imerGt on l6a$ liabitiies in 6e indm! sEbmsr
rccoghi2.d 6t lease comm.hffi ftt

Ptovlslons, contngst Lhulidcs.nd Cdtng.ntAss.c
Prcvidons are.6@gni6d only *.h
(i)m6 CohFny has a Pr*nt oHigaid (l{al or constudve)as a rsh of a Fd edi (ii) it is probH. tut an odow of reues embodying eonomic bnftilttb GqUd to ete S6 obti$tont .nd
(ii) a diabl. dmab €n b medc of he amount of b6 odigaion.
Provisionish€a{Edudngs.e+io6€dhatdto*defpr*€htob|igaton
oFndiMc r.quid b d€ a Foildon is reognisd only S€n it i6 vitually @tuin h.tb. dmhemont Sll b reeivd.
tuntns6ntliaHlit i6 didosd in e* ol:
{i) a pr6$nt ouiFnon addnghm Fd.vent6, Sil fr i6 hot gobaHetatan o6owof r6eur6Sllb6.€quidb sS.b. oHisatoniend
(ii)3 Presd odigeton addngllm Fscvenb, dil no.lliable dtmate is p$ida Codnsdtasec a.e di*$d s.r.6n antowof *onomic bnefc isrob&.
PbvisiohE, @dns.d liabilft* and contnseil3sG are r6vi6red.t 6ach Bala@ $et dal..
M6rctu una@idablocosof h.dng S. o8ig6tiohsuddbe @htad6yadfre€dnomicbe6fb 6xtsdd bb Ecdvd undcr ild 6hrbd, [email protected] and m..&rd ase pro{don.
SblMdt otC.sh Flow
sbtemdofca*F|oci3FeFdqle9atngthce$iMinbopdatng'inv6tn9andfnandng6dVd6'ca$iibopddn9aduiicisropdd6ngihd'6dm&od'adjUdngheFd
(i)chang6 dnry be tsdod in invdod.s ad opffitng redvabl6.nd tsyad.s tansdonG ot. no']g$ natur.i
(ii)hohs$ it6m6{d 66 dqrdaton, prcSdon6, unrelbd for.ign cur€rcy gaiBand lo@{ ahd
(iii) alloh.r at€ms torSid 6s @sh etu.re invdng orfnandng dsh noK
Ca$ ad e$ 4uival*(induding bankbalan6) $oM in s! Sbbmedolca$ Flore rxdudo nnsSicha.enotaEilad€torgedrlus asatSe dab daabn@ Shd.
2d23 A.:! 3tstM:rch rntt

mquotd l.veshdl
\)'/K\i
MAT Crdfr Enndem6d
In@mebx (Ndofprcvidon) (Rdd note 36 )
As at Itsr March 2023
l{i) odsbndinsfor a pedod owrsir motr6fiom he due date 6074 762.93

l(ii) othaE 6f2.1t 425.01
frad. Rccelvablcs (UnsecuEd cohsided douffil, unl?ss sbH ohedse)
lfi) ouhbnding for a pdod over dr monhsfiom Se due dale g.g
lls: PrcVdon 6r Eedd crdit lo$ 27.32
Otrbndind lor: Period

6b 12
Jndi+ded TEde Re€ivabld -Condde.ed Good 11.47 299.$ 1a7.1 34.41 1 ,36.93
Jndi?ded T€de R€@iwbl6 -Con$derd Ooubftl 27.32 27.32
)iqd€d TEde RecelvaHes -congderd Good
299 55 r.334-25
Wst March ,2022
Jndieded Trade Re6ivaH6 {ondderd cod 425.U 5S.75 39,1? 1,m3,96
indi+dod f hde Re@ivablb 4ondd.r6d Doubtul
)qd6d TEde Reeivades -considord Good 1U.D2 49.99 t44.01
Cash & cash eq0avalenG

Bdanc*Sih Aa6k
37.52 32.95
sub Tobl (a)

oSer Aank Balances
OeFdtF M.rgin honsy (R6ldhote below) 102.4 91.44
Eamarkod Aebnces {unFid diudend a6ounts)
t50.52
$bled to rehMr as p6. requrment ro be a *turiry,
Vvances to Suppliers 656.14

-.$: €ryded c.edil Alownc€
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CEO & CFO COMPLIANCE CERTIFICATE
UNDER REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The Board of Directors

Ishan International Limited
(Formerly Known as Ishan International Private Limited)
Registered Address: Office No.
607, Chiranjiv Tower 43 Nehru place,
South Delhi 110019.
Dear Sir(s)
We hereby certify that:
a) We have reviewed the Financial Statements( Standalone & Consolidated) and the Cash Flow
Statement for the year ended March 31 2023 and that to the best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
ii. these statements together present a true and fair view of the company’s affairs and are
incompliance with existing Accounting Standards applicable laws and regulations.
b) There are to the best of our knowledge and belief no transactions entered into by the Company
during the year which are fraudulent illegal or violative of the Company’s Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial
reporting and that we have evaluated the effectiveness of internal control systems of the
company pertaining to financial reporting and have disclosed to the auditors and the Audit
Committee deficiencies in the design or operation of such internal controls if any of which we
are aware and the steps taken or propose to take to rectify these deficiencies.
d) We have indicated to the auditors and the Audit Committee the following:
i. That there are no significant changes in internal control over financial reporting during the
year;
ii. That there are no significant changes in accounting policies during the year; and
iii. That there are no instances of significant fraud of which we have become aware of and
involvement therein of the management or an employee having a significant role in the
company’s internal control system over financial reporting.
For Ishan Inetrnational Limited
(Formerly Known as Ishan International Private Limited)
Sd/- Sd/-
Shantanu Srivastava Neelam Gupta
Managing Director& CEO Executive Director& CFO
DIN: 00022662 DIN: 06823562
Date: 03rd August 2023

Place: New Delhi
DECLARATION BY THE MANAGING DIRECTOR & CEO
I, Managing Director & CEO hereby confirm that the Company has obtained from all the members of
the Board and Senior Management Personnel, affirmation that they have complied with the ‘Code of
Conduct in respect of the financial year 2022-23.
Sd/-
Shantanu Srivastava
Managing Director& CEO
DIN: 00022662
Place: New Delhi

Date: August,03 2023
CERTIFICATE OF NON-DISQUALIFICATIONOF DIRECTORS
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members,
M/s. Ishan International Limited
CIN: L74899DL1995PLC069144
607, Chiranjiv Tower,
43 Nehru place South Delhi 110019
I, Tanisha Srivastava, Company Secretary in Practice have examined the relevant registers,
records, forms, returns and disclosures received from the Directors of M/s. Ishan International
Limited registered vide Corporate Identification Number (CIN) L74899DL1995PLC069144
and has its Registered Office at 607, Chiranjiv Tower, 43 Nehru place South Delhi 110019
(the Company), produced before us by the Company to issue this Certificate, in accordance
with Regulation34(3) read with Schedule V Para-C sub-clause (10) (i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
In my opinion and to the best of our information and according to the verifications (including
Director Identification Number (DIN) status at the portal www.mca.gov.in as considered
necessary and explanations furnished to us by the Company and its officers, we hereby certify
that none of the Directors on the Board of the Company as stated below for the financial year
ending on March 31, 2023 have been debarred or disqualified from being appointed or
continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry
of Corporate Affairs or any such other Statutory Authority:
Sl. No. NAME DESIGNATION DIN

1. Shantanu Srivastava CEO & Managing 00022662
Director
2. Neelam Gupta CFO & Executive 06823562
Director
3. Vipin Ganpatrao Goje Independent Director & 09607934
Non Executive Director
4. Mahesh Bhupati Independent Director 01603093
& Non Executive
Director
* Mr. Mandyam Komandur Srinivas resigned as Independent Director of the Company w.e.f.
March 31st 2023.
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the
responsibility of the management of the Company. Our responsibility is to express an opinion
on these based on our verification. This certificate is neither an assurance as to the future
viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
Sd/-
For M/s. Tanisha Srivastava & Associates
Company Secretary in Practice
Name: Tanisha Srivastava
Designation: Proprietor
Membership No: ACS No.: 49947
COP No: 20146
PR: 2916/2023
Dated-14th August 2023

Place-New Delhi
UDIN: A049947E000800862
CERTIFICATE ON COMPLIANCE WITH THE
CORPORATE GOVERNANCE REQUIREMENTS
UNDER SEBI
(Listing Obligations and Disclosure Requirements) REGULATIONS, 2015)
To,
The Members,
M/s. Ishan International Limited
CIN: L74899DL1995PLC069144
607, Chiranjiv Tower,
43 Nehru place South Delhi 110019
I, Tanisha Srivastava, Company Secretary in practice, have been appointed as the Secretarial
Auditor vide a resolution passed at its meeting held on January 28, 2023 by the Board of
Directors of M/s. Ishan International Limited (hereinafter referred to as ‘the Company), having
CIN:-L74899DL1995PLC069144 and having its registered office at 607, Chiranjiv Tower,
43,Nehru place, South Delhi- 110019.
I, have examined the compliance of conditions of Corporate Governance by Ishan International

Limited (“the Company”), for the year ended March 31, 2023, as stipulated in regulations 17 to
27, clauses (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
as amended from time to time (“Listing Regulations”) pursuant to the Listing Agreement of the
Company with Stock Exchanges.
Management’s Responsibility
The compliance of conditions of Corporate Governance as stipulated under the Listing

Regulations is the responsibility of the Company’s Management including the preparation and
maintenance of all the relevant records and documents. This responsibility includes the design,
implementation and maintenance of internal control and procedures to ensure compliance with
the conditions of Corporate Governance stipulated in the Listing Regulations.
Auditors’ Responsibility
1. Our examination was limited to procedures and implementation thereof, adopted by the
Company for ensuring the compliance of the conditions of the Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the
Company.
2. Pursuant to the requirements of the Listing Regulations, it is our responsibility to

provide a reasonable assurance that the Company has complied with the conditions of
Corporate Governance as stipulated in the Listing Regulations for the year ended March
31, 2023.
3. We conducted our examination of the above corporate governance compliance by the
Company in accordance with the Guidance Note on Reports and Guidance Note on
Certification of Corporate Governance both issued by the Institute of the Company
Secretaries of India (the “ICSI”), in so far as applicable for the purpose of this
certificate. The Guidance Note requires that we comply with the ethical requirements
of the Code of Ethics issued by the ICSI.
Certification:
In our opinion and to the best of our information and according to the explanations
given to us, I certify that the Company has complied with the conditions of the
Corporate Governance as stipulated in the abovementioned Listing Regulations.
Assumption & Limitation of Scope and Review:
1. Ensuring the authenticity of documents and information furnished is the responsibility

of the management of the Company.
2. Our responsibility is to give a certificate based on our examination of relevant

documents and information. It is neither an audit nor an investigation.
3. This certificate is neither an assurance as to the future viability of the Company nor of
the efficiency or effectiveness with which the management has conducted the affairs of
the Company.
4. The certificate is addressed and provided to the Members of the Company solely for
the purpose of enabling the Company to comply with the requirement of the Listing
Regulations and should not be used by any other person or for any other purpose.
Accordingly, I do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this certificate is shown or into whose hands it
may come without our prior consent in writing.
Sd/-
For M/s. Tanisha Srivastava & Associates
Company Secretary in Practice
Name: Tanisha Srivastava
Designation: Proprietor
Membership No: ACS No.: 49947
COP No: 20146
PR: 2916/2023
Dated-14th August 2023

Place-New Delhi
UDIN: A049947E000800983

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ISHAN INTERNATIONAL

Company Secretary & Compliance Officer

Registrar & Share Transfer Agent:

2. Notice of Annual General Meeting

4. Management Discussion and Analysis Report

6. Secretarial Audit Report

7. Consolidated Balance Sheet

8. Consolidated Statement of Profit and Loss

9. Consolidated Cash Flow Statement

10. Consolidated Notes on Accounts

11. Consolidated Independent Auditor's Report

12. Standalone Balance Sheet

13. Standalone Statement of Profit and Loss

14. Standalone Cash Flow Statement

15. Standalone Notes on Accounts

16. Standalone Independent Auditor's Report

17. CEO & CFO Compliance Certificate

18. Declaration By Managing Director

19. PCS Certificate on Non Disqualification of Directors

20. PCS Certificate on Compliance of Corporate Governance

Background and Direction for Immediate Future

3. Appointment of Mrs Neelam Gupta (DIN: 06823562), as a Director retires by rotation

5. Cancellation of Joint Venture-taking on record:

6. Adoption of New Joint Venture Agreement and taking it on record:

For and on behalf of the Board

9. Members desirous of making a nomination in respect of their shareholding, as permitted

15. Voting through electronic means:

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system

Type of shareholders Login Method

B. Login Method for shareholders other than Individual shareholders holding

How to Log-in to NSDL e-Voting website?

4. Your User ID details are given below :

Manner of holding shares Your User ID is:

a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Cli-

b) For Members who hold shares in 16 Digit Beneficiary ID

Your password details are given below:

3. Alternatively member may send an e-mail request to [email protected] for obtaining

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM

For and on behalf of the Board

SPECIAL BUSINESS: ITEM NO. 4

SPECIAL BUSINESS: ITEM NO. 5

(Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure

Name of Director Mrs. Neelam Gupta

Date of Birth 06/08/1981

Shares held in the company 7,600

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND

INITIAL PUBLIC OFFER (IPO)

UTILISATION OF IPO PROCEEDS

The information pertaining to conservation of energy, technology absorption, Foreign

C. Foreign Exchange Earning and Outgo

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

11. RELATED PARTY TRANSACTIONS:

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Mr. Shantanu Srivastava, Managing Director & CEO

 DECLARATION BY INDEPENDENT DIRECTORS:

13. NUMBER OF MEETING OF BOARD OF DIRECTORS

S.No. Date of Board Meeting

1 6th April, 2022