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Ishan Dyes and Chemicals Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors have pleasure in presenting the 32^nd Annual Report together with the Audited Standalone Financial Statements for
the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS:

The Company''s financial performance for the financial year ended March 31, 2025, along with that of the previous financial year
ended March 31, 2024, is summarized below:

Sales (Net) Other Income Total Revenue Earnings before Finance Cost, Depreciation, Exceptional /Extraordinary Items, Tax & Amortizations (EBITDA) Finance Cost (Net) Depreciation Profit before Exceptional / Extraordinary items & tax Exceptional / Extraordinary expenses Profit before Tax Tax Adjustments (Net) Profit after Tax	Current Year (2024-25)	Previous Year (2023-24)
	10146.96	7666.89
	299.89	291.82
	10446.85	7958.71
	971.37	615.25
	512.89	278.48
	246.60	281.61
	211.88	59.19
	--	-10.67
	211.88	48.52
	103.38	36.79
	108.5	11.73

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted
in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act"] read with the Companies (Accounts) Rules,
2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company''s website www.ishandyes.com.

2. STATE OF COMPANY''S AFFAIRS AND FINANCIAL PERFORMANCE:

During the year under review, the Total Revenue from Operations raise by 32.34% to INR 10146.96 Lakhs from INR 7666.89 Lakhs
in the Financial Year 2024-25 and EBITDA increased by 57.88 % to INR 971.37 Lakh from INR 615.25 Lakh in the Financial Year
2024-25.

The Profit before tax was increased by 336.68% y-o-y to INR 211.88 Lakh. Net Profit after tax increased by 824.97 % y-o-y to INR
108.5 Lakh.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company is engaged in the Business of Manufacturing, Trading, Export, Import and other deals in Chemicals used in Dyes and
Pigments. During the Financial Year 2024-25, the Company has not changed its nature of business.

4. DIVIDEND:

With a view to conserve the financial resources, your directors have considered it financially prudent in the long-term interests of
the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has
been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

Further the details of Unclaimed and Unpaid Dividend Amount of the Company have been disclosed in the Notes to the Notice of
32^nd Annual General Meeting of the Company.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of INR 8290.04 Lakhs of Reserves and Surplus as on 31 March 2025.

The bifurcation of Reserves and Surplus and its movement are provided in Note No: 14 of the Audited Standalone Financial
Statements which forms Part of the Annual Report 2024-25.

6. EXPORTS:

During the year under review, the exports of your Company recorded a gross turnover of INR 4130.21 Lakhs.

7. SHARE CAPITAL:

As on 31^st March 2025 as well as on date of this Report, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Total	2,50,00,000	25,00,00,000
Issued, Subscribed and Paid up Share Cap	tal
Equity Shares of Rs. 10/- each	2,09,68,147	20,96,81,470
Total	2,09,68,147	20,96,81,470

Changes in share capital during the period under review and up to the date of signing of this report:

Increase in Authorized Share Capital of the Company:

During the Year under review, there was no change in the Authorized Share Capital of the Company.

Further, during the current Financial Year, the Board of Directors at their meeting held on 16th July 2025 have approved the
Increase in Authorized Share Capital of the Company from Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into
2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to Rs. 35,00,00,000/- (Rupees
Thirty-Five Crores only) divided into 3,50,00,000 (Three Crore Fifty Lacs) Equity Shares of face value of Rs. 10/- (Rupees Ten only)
each of the Company.

The Increase in Authorized Share Capital is subjected to the Shareholders of the Company and will be placed before the
Shareholders for their approval at the 01/2025-26 Extra Ordinary General Meeting to be held on 14th August 2025.

Increase in Paid Up Share Capital of the Company:

During the Year under review as well as till the date of this Report, there was no change in the Paid-up Share Capital of the Company.
Preferential Issue:

The Board of Directors at their meeting held on 16th July 2025 have approved the following Issue of Securities:

(a) Raising Funds of up to Rs. 28,88,46,936/- (Rupees Twenty Eight Crores Eighty Eight Lakhs Forty Six Thousand Nine Hundred
and Thirty Six only) by way of issue of Convertible Equity Warrants ("Warrants"), on a preferential and private placement
basis, up to 45,84,872 (Forty Five Lakh Eighty Four Thousand Eight Hundred and Seventy Two) at a price of INR 63.00/-
(Rupees Sixty Three only) per Warrant including Premium of INR 53.00/- (Rupees Fifty Three only) each.

(b) Raising Funds of up to INR 34,11,53,064/- (Rupees Thirty Four Crores Eleven Lakh Fifty Three Thousand and Sixty Four only)
by way of issue of Fully Paid Up Equity Shares ("Shares"), on a preferential and private placement basis, up to 54,15,128 (Fifty
Four Lakh Fifteen Thousand One Hundred and Twenty Eight) at a price of INR 63.00/- (Rupees Sixty Three only) per Equity
Share including Premium of INR 53.00/- (Rupees Fifty Three only) each.

The Preferential Issue is subjected to the Shareholders of the Company and will be placed before the Shareholders for their
approval at the 01/2025-26 Extra Ordinary General Meeting to be held on 14th August 2025.

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other
securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and
Employee Stock Option Scheme or in any such other manner.

Listing and Trading of Equity Shares of the Company on National Stock Exchange of India Limited (NSE).

During the Year under review, the Company has received a letter Ref: NSE/LIST/189 dated 20th March 2025, from NSE for Listing
and Trading of its 2,09,68,147 Equity Shares of face value of Rs. 10/- (Rupees Ten only) each, fully paid up comprising the entire
issued, subscribed and fully paid-up Equity Share Capital of the Company. The Equity Shares of the Company was listed and
admitted to dealings on NSE with effect from March 24, 2025.

Depository System:

As the members are aware, the Company''s Equity shares are compulsorily tradable in electronic form. As on 31^st March 2025,
93.48% of the Company''s total paid up Equity Capital representing 1,96,03,962 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and
transposition, of securities shall be carried out in dematerialized form only with effect from 1^st April 2019. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to
avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent
intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

8. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Chemicals", in accordance with the definition of "Segment" as per
the IND AS. The performance of the Company is discussed separately in this Report.

9. SUBSIDIARIES. IOINT VENTURES & ASSOCIATES:

Your Company doesn''t have any Subsidiaries, Joint Ventures and Associates.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and
operations of the Company.

11. PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial
year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have
been disclosed in Note No.: 42 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them
to the Company are their owned funds only and not borrowed from any person or entity.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL
YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and
commitments which could affect the Company''s financial position occurred between the end of the financial year of the Company
and date of this Report.

13. CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming compliance of the
conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO/MD and CFO of
the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which forms
part of this Annual Report.

14. INDUSTRIAL RELATIONS:

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate the committed
contribution made by employees of the Company at all levels to achieve present growth of the Company.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy
based on recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination
and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report. The Policy is
also available on the website of the Company www.ishandyes.com.

16. BOARD DIVERSITY:

ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board
has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available
on the website of the Company www.ishandyes.com.

17. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Companies
Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in
"Annexure [A]â that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31^st March 2025.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, The Board of Directors of the Company comprises of following Eight (8) Directors:

S. No	Name of the Director	Director Identification Number (DIN)	Date of Appointment	Designation
1	Piyushbhai Natvarlal Patel	00450807	01/06/2013	Managing Director (Promoter)
2	Anilaben Piyushbhai Patel	00450893	05/03/1999	Non-Executive and Non-Independent Director (Promoter)
3	Shrinal P Patel	02992519	28/01/2010	Whole-Time Director (Promoter)
4	Mirali Hemantbhai Patel	08021784	25/03/2019	Executive Director (Promoter)
5	Ronak Yatinkumar Desai	02808811	30/04/2005	Independent Director
6	Nirmal Tiwari	10759022	30/08/2024	Independent Director
7	Darshan Bipinchandra Shah	07030608	30/08/2024	Independent Director
8	Apexa Ajaykumar Panchal	10239502	30/08/2024	Independent Director

Appointments:

During the year 2024-25, the following Directors were appointed on the Board of Directors of the Company:

Sr. No			Date of Appointment
	Name	DIN		Designation

1.	Darshan Bipinchandra Shah	07030608	30^th August 2024	Additional Director (Independent Director)
2.	Apexa Ajaykumar Panchal	10239502	30^th August 2024	Additional Director (Independent Director)
3.	Nirmal Tiwari	10759022	30^th August 2024	Additional Director (Independent Director)

All the above-mentioned Directors were regularized as Director (Independent and Non-Executive) at the 31^st Annual General
Meeting of the Company held on 30^th September 2024.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 and the Articles of Association of your Company, Shri Piyushbhai Natvarlal Patel (DIN: 00450807), Director
of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Shri
Piyushbhai Natvarlal Patel (DIN: 00450807), Director with other related information has been detailed in the Notice of AGM which
is forming part of the Annual Report.

Your directors recommend his re-appointment as the Director of your Company.

Retirement of Independent Directors:

During the year 2024-25, the following Independent Directors of the Company ceased to be Directors with effect from 23^rdSeptember 2024 on account of completion of their second consecutive term as an Independent Director.

1) Mr. Roopin Amrit Patel (DIN: 03302732).

2) Mr. Yatinbhai Gordhanbhai Patel (DIN: 03616381).

3) Mr. Mayankkumar Hasmukhbhai Patel (DIN: 02838526).

Re-appointments:

During the year 2024-25, none of the Director''s terms were due for re-appointment.

Resignations along with facts of resignation:

During the financial year 2024-25, no Director has resigned from the Directorship of the Company.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Shri Piyush N. Patel, Chairman and Managing Director, Shri
Shrinal P. Patel, Whole-Time Director, Shri Chintan Prakash Pancholi, Chief Financial Officer and Mrs. Anisha Jain, Company
Secretary and Compliance officer, are the Key Managerial Personnel of your Company.

Annual Evaluation of Board''s Performance:

In terms of the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''Listing Regulations''), an annual performance evaluation of the Board, its Committees and the Directors was
undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The
criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its
composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was
evaluated on the parameters such as preparation, participation, conduct, independent judgment and effectiveness. The
performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors,
the Directors being evaluated had not participated. The evaluation process has been explained in the corporate governance report
section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013
confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with
the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are
independent of the management. The Board skill/expertise/ competencies matrix of all the Directors, including the Independent
Directors is provided in the Corporate Governance Report forming part of this Annual Report. All the Independent Directors of the
Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her
role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new
developments and business of the Company from time to time. The Familiarization program is also available on the website of the
Company www.ishandyes.com.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company.

19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of
Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy
has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical
standards of dealing in the Company''s Shares. The code is also available on the website of the Company www.ishandyes.com.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the
BSE Limited and National Stock Exchange of India Limited as well as the same has also been uploaded on the website of the
Company.

20. COMMITTEES OF THE BOARD:

As on 31^st March 2025, the Board has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

d. Corporate Social Responsibility Committee.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings
etc. of Statutory Committees are given in detail in the Corporate Governance Report.

21. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES'' MEETINGS:

The details of the number of Board and Committee Meetings of your Company along with the composition and attendance of the
Directors and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The time
gap between the two meetings was in accordance with the requirements. Every Director currently on the Board of the Company
has personally attended at least one Board / Committee of Directors'' Meeting in the financial year 2024-25. All the information
required to be furnished to the Board was made available along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the
Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of
India.

22. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) read with Section 134(3)I of the Companies Act, 2013 (Act'') with respect to
Directors'' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards
have been followed and there are no material departures from the same.

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March 2025
and of the profit and loss statement of the Company for the financial year ended 31^st March 2025.

(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.

(d) the annual accounts have been prepared on a ''going concern'' basis.

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial
controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were
adequate and operating effectively.

23. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (''the Act'') in form MGT-7 is made
available on the website of the Company and can be accessed at www.ishandyes.com.

24. RELATED PARTY TRANSACTIONS:

During the financial year 2024-25, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act,
2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and
on an arm''s length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has
approved all related party transactions for FY 2024-25 and estimated transactions for FY 2025-26.

There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of
Directors may be accessed on the Company''s website at www.ishandyes.com. Disclosures on related party transactions are set out
in the Notes to the Financial Statements forming part of this Annual Report.

25. LOANS AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as
required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

26. RISK MANAGEMENT:

The Company manages and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At
present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks
and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides
for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment,
victimization or any other unfair practice being adopted against them. The policy is also available on the website of the Company
www.ishandyes.com.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Committee has framed the Corporate Social Responsibility Policy for the Company. The philosophy for CSR activity of the
Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of
healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.

The Company has adopted a CSR policy which is available on

https://www.ishandyes.com/images/Companies%20Polices%20and%20Codes/CSR%20Policy%20Ishan%20Dyes.pdf

Further, during the immediately preceding financial year i.e. FY ended 31^st March 2024, the Company does not fall under the
criteria mentioned under Section 135 (1) of the Companies Act, 2013 on the following grounds:

Net Worth of the Company as on 31^st March 2024	INR 1,02,81,08,514/-
Turnover of the Company as on 31^st March, 2024	INR 76,66,89,479/-
Net Profit (as computed under Section 198 of the Companies Act, 2013) as on 31^st March, 2024	INR 48,51,945/-

29. AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

At the 29^th Annual General Meeting held on 26^th September 2022, M/s A. R. Sulakhe and Company, Chartered Accountants (FRN -
110540W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 34^th Annual General
Meeting to be held in the calendar year 2027.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 I dated
7^th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every
Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer
required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s A.R Sulakhe & Co. Chartered Accountants (FRN
- 110540W), Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice
of the 32^nd AgM of the Company.

The Auditors'' Report for Financial Year ended 31^st March 2025 forms part of the Integrated Annual Report and does not contain
any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates, Practicing Company
Secretaries (M No. 10329 and COP No. 12987), to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is
annexed herewith as âAnnexure - [B]â to this Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal Sharma &
Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025-26 to F.Y. 2029Â¬
30 at their meeting held on 12^th August 2025. The Company has received their written consent that the appointment is in
accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 32^nd AGM.

Internal Auditor:

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company
has appointed M/s K. D. Dave & Co, Chartered Accountants, as Internal Auditors of the Company, to undertake the Internal Audit
of the Company for FY 2024-25.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the
Company.

The Internal Audit Reports for financial year ended 31 March 2025 do not contain any qualification, reservation or adverse
remarks.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s K. D. Dave & Co,
Chartered Accountants as the Internal Auditor of the Company for the financial year ending 31st March 2026. The Company has
received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013
and rules framed thereunder.

30. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any separate or
further comments or explanations.

Secretarial Auditor

The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do not call for any
separate or further comments or explanations.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-2025 for all applicable
compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated February 08,
2019, has been taken from Mr. Kunal Sharma, Secretarial Auditor of the Company.

32. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are
reported to Central Government during the year under review.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 for the financial year ended 31^st March 2025 in relation to the Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo is annexed herewith as âAnnexure - [C]â to this Report.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks commensurate with its size and activities. The Board has adopted the
policies and procedures for ensuring the orderly and efficient conduct of its business, including the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming
part of the financial statement for the year under review.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAI.1 ACT. 2013:

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender, caste,
creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,
required disclosure is given below:

â¢ The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual
harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops
and awareness programmes against sexual harassment are conducted across the organization.

â¢ Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

36. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT. 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees
have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company
remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to
uphold its responsibility towards gender equity in the workplace.

37. GENDER WISE COMPOSITION OF EMPLOYEES:

In alignment with the Principals of Diversity, Equity, and Inclusion, Your Company discloses below the gender composition of its
workforce as on the 31^st March 2025.

Male	86
Female	03
Transgender	0
Total	89

This Disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all
Individuals regardless of Gender.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern
status of your Company and its future operations.

39. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

In Accordance with the Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has credited INR 14,83,006/- Unpaid/Unclaimed Dividend to
Investor Education and Protection Fund on 2^nd May 2025 which was declared by the Company on 23^rd February 2018.

40. DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section
43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per
provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Related Party disclosures/transactions are detailed in the Notes to the financial statements.

41. OTHER DISCLOSURES:

â¢ During the financial year 2024-25, the Company does not have any scheme or provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.

â¢ During the financial year 2024-25, no application was made, or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.

â¢ During the financial year 2024-25, your Company has not entered any One-Time Settlement with banks or financial
institutions.

â¢ The Company has not issued any debentures during the financial year 2024-25.

â¢ During the financial year 2024-25, your Company did not raise funds from Preferential Issue of Convertible Equity Warrants
and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of proceeds from the
objects stated in the explanatory statement to the notice for the general meeting.

42. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely
www.ishandyes.com containing basic information about the Company. The website of the Company also containing information
like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for
assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

43. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information available
with the Company. The Company does not and cannot guarantee the accuracy of various assumptions underlying such statements
and they reflect Company''s current views of the future events and are subject to risks and uncertainties. Many factors like change
in general economic conditions, amongst others, could cause actual results to be materially different.

44. APPRECIATION:

The Directors hereby wish to place on record their appreciation for the support extended by its banker, suppliers, employees and
all other stakeholders, without whose support the overall satisfactory performance would not have been possible during the
pandemic.

By order of the Board of Directors
For Ishan Dyes & Chemicals Limited

SD/-

12^th August 2025 Piyush N. Patel

Ahmedabad Chairman & Managing Director

DIN - 00450807

Mar 31, 2024

Your directors have pleasure in presenting the 31^st Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Company''s financial performance for the financial year ended March 31, 2024, along-with that of the previous financial year ended March 31, 2023, is summarized below:

Sales (Net) Other Income Total Revenue Earnings before Finance Cost, Depreciation, Exceptional /Extraordinary Items, Tax & Amortizations (EBITDA) Finance Cost (Net) Depreciation Profit before Exceptional / Extraordinary items & tax Exceptional / Extraordinary expenses Profit before Tax Tax Adjustments (Net) Profit after Tax	Current Year (2023-24)	Previous Year (2022-23)
	7666.89	6470.81
	291.82	201.37
	7958.71	6672.18
	615.25	311.67
	274.45	160.95
	281.61	273.54
	59.19	(122.82)
	-10.67	--
	48.52	(122.82)
	36.79	(2.64)
	4.04	(116.84)

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company''s website www.ishandyes.com.

2. STATE OF COMPANYâS AFFAIRS AND FINANCIAL PERFORMANCE

During the year under review, the Total Revenue from Operations raise by 18.48% to 7666.89 INR Lakhs from INR 6470.81 Lakhs in the Financial Year 2023-24 and EBITDA increased by 97.40 % to INR 615.25 Lakh from INR 311.67 Lakh in the Financial Year 2023-24.

The Profit before tax was increased by 139.51% y-o-y to INR 48.52 Lakh. Net Profit after tax increased by 103.46 % y-o-y to INR 4.04 Lakh.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the Business of Manufacturing, Trading, Export, Import and other deals in Chemicals used in Dyes and Pigments. During the Financial Year 2023-24, the Company has not changed its nature of business.

4. DIVIDEND

Due to previous year''s loss and also to conserve the financial resources, your Directors have not recommended any Interim Dividend as well as any final dividend for the financial year ended 31st March, 2024 on Equity Shares of the Company.

Further the details of Unclaimed and Unpaid Dividend Amount of the Company have been disclosed in the Notes to the Notice of 31^st Annual General Meeting of the Company.

5. TRANSFER TO RESERVES:

During the year under review, Your Directors do not propose to transfer any amount to the reserves.

6. EXPORTS

During the year under review, the exports of your Company recorded a gross turnover of INR 2988.98 Lakhs.

7. SHARE CAPITAL

As on 31st March, 2024, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Total	2,50,00,000	25,00,00,000
Issued. Subscribed and Paid up Share	Capital
Equity Shares of Rs. 10/- each	2,09,68,147	20,96,81,470
Total	2,09,68,147	20,96,81,470

Depository System:

As the members are aware, the Company''s Equity shares are compulsorily tradable in electronic form. As on 31^stMarch 2024, 93.4% of the Company''s total paid up Equity Capital representing 1,95,84,312 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1^stApril 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

8. SEGMENT WISE PERFORMANCE

The Company has only one reportable segment of activity i.e. âChemicalsâ, in accordance with the definition of âSegmentâ as per the IND AS. The performance of the Company is discussed separately in this Report.

9. SUBSIDIARIES. JOINT VENTURES & ASSOCIATES

Your Company doesn''t have any Subsidiaries, Joint Ventures and Associates.

10. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

11. PUBLIC DEPOSITS

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

The Company has received declarations from its Directors that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this Report.

13. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO/MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which forms part of this Annual Report.

14. INDUSTRIAL RELATIONS

The relationship with employees at all level remained cordial and harmonious during the year. We appreciate the committed contribution made by employees of the Company at all the levels to achieve present growth of the Company.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy based on recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company www.ishandyes.com.

16. BOARD DIVERSITY

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.ishandyes.com.

17. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in âAnnexure [A]â that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31^st March 2024.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments:

During the year 2023-24, No Director was appointed on the Board of the Company.

During the current year 2024-25, Mr. Darshan Bipinchandra Shah (DIN - 07030608), Ms. Apexa Ajaykumar Panchal (DIN - 10239502) and Mr. Nirmal Tiwari (DIN - 10759022) have been appointed as Additional Directors (Non -Executive and Independent Directors) of the Company w.e.f August 30, 2024.

The Board of Directors has proposed their appointment as a Director (Non - Executive and Independent Director) at the ensuing 31^st Annual General Meeting of the Company.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Smt. Anilaben Piyushbhai Patel (DIN: 00450893), Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered herself for reappointment.

Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Smt. Anilaben Piyushbhai Patel (DIN: 00450893), Non-Executive Director with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.

Your Directors recommend her re-appointment as a Non-Executive Director of your Company.

Re-appointments:

During the year 2023-24, none of the Director''s term was due for re-appointment.

Resignations along with facts of resignation:

During the financial year 2023-24, no Director has resigned from the Directorship of the Company.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Shri Piyush N. Patel, Chairman and Managing Director, Shri Shrinal P. Patel, Whole-Time Director, Shri Chintan Prakash Pancholi, Chief Financial Officer and Mrs. Anisha Jain, Company Secretary and Compliance officer, are the Key Managerial Personnel''s of your Company.

Annual Evaluation of Board''s Performance:

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on the parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. The evaluation process has been explained in the corporate governance report section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. The Board skill/expertise/ competencies matrix of all the Directors, including the Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (âIICAâ).

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.ishandyes.com.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company''s Shares. The code is also available on the website of the Company www.ishandyes.com.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

20. COMMITTEES OF THE BOARD

As on 31^st March 2024, the Board has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

d. Corporate Social Responsibility Committee.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

21. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES MEETINGS

The details of the number of Board and Committee Meetings of your Company along with the composition and attendance of the Directors and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The time gap between the two meetings was in accordance with the requirements. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors'' Meeting in the financial year 2023-24. All the information required to be furnished to the Board was made available along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

22. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013 (''Act'') with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2024 and of the profit and loss statement of the Company for the financial year ended 31^st March, 2024;

(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. EXTRACT OF ANNUAL RETURN

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (''the Act'') in form MGT-7 is made available on the website of the Company and can be accessed at www.ishandyes.com.

24. RELATED PARTY TRANSACTIONS

During the financial year 2023-24, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arm''s length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for FY 2023-24 and estimated transactions for FY 2024-25.

There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Company''s website at www.ishandyes.com. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

25. LOANS AND INVESTMENTS

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

26. RISK MANAGEMENT

company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The policy is also available on the website of the Company www.ishandyes.com.

28. CORPORATE SOCIAL RESPONSIBILITY

The Committee has framed the Corporate Social Responsibility Policy for the Company. The philosophy for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.

The Company has adopted a CSR policy which is available on https://www.ishandyes.com/images/Companies%20Polices%20and%20Codes/CSR%20Policy%20Ishan%20Dyes. pdf

Further, during the immediately preceding financial year i.e. FY ended 31^st March, 2023, the Company does not fall under the criteria as mentioned under Section 135 (1) of the Companies Act, 2013 on the following grounds:

Net Worth of the Company as on 31^st March 2023	INR 1,01,55,67,489.73/-
Turnover of the Company as on 31^st March, 2023	INR 64,70,81,107/-
Net Profit (as computed under Section 198 of the Companies Act, 2013) as on 31^st March, 2023	INR (1,22,81,824/-)

29. AUDITORS AND AUDITORS'' REPORT Statutory Auditors:

At the 29^th Annual General Meeting held on 26^th September 2022, M/s A. R. Sulakhe and Company, Chartered Accountants (FRN - 110540W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 34^th Annual General Meeting to be held in the calendar year 2027.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7^th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s A.R Sulakhe & Co. Chartered Accountants (FRN - 110540W), Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 31^st AGM of the Company.

The Auditors'' Report for Financial Year ended 31^st March 2024 forms part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [B]" to this Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year ending 31^st March 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

Internal Auditor:

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s K. D. Dave & Co, Chartered Accountants, as Internal Auditors of the Company, to undertake the Internal Audit of the Company for FY 2023-24.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s K. D. Dave & Co, Chartered Accountants as the Internal Auditor of the Company for the financial year ending 31st March 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

30. EXPLANATION ON AUDITORS REPORT

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do not call for any separate or further comments or explanations.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-2024 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated February 08, 2019, has been taken from Mr. Kunal Sharma, Secretarial Auditor of the Company.

32. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

33. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31^st March 2024 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as "Annexure - [C]â to this Report.

34. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

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

Your Company is committed to providing and promoting a safe, healthy, and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

37. OTHER DISCLOSURES

â¢ During the financial year 2023-24, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

â¢ During the financial year 2023-24, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

â¢ During the financial year 2023-24, your Company has not entered any One-Time Settlement with banks or financial institutions.

â¢ The Company has not issued any debentures during the financial year 2023-24.

38. APPRECIATION

The Directors hereby wish to place on record their appreciation for the support extended by its banker, suppliers, employees and all other stakeholders without whose support the overall satisfactory performance would not have been possible during the pandemic.

By order of the Board of Directors For Ishan Dyes & Chemicals Limited

SD/-

30^th August 2024 Piyush N. Patel

Ahmedabad Chairman & Managing Director

DIN - 00450807

Mar 31, 2023

Your directors have pleasurein presentingthe 30thAnnual Report together with the Audited Standalone Financial Statemfamilamfml yiear ended 3stMarch2023.

1. FINANCIAL RESULTS

The CompanyS financial performance for the financial year ended March 31 2123, along-with that of the previous financifdeyleMarch 3\ 2122, is summarized below:

(Amount in INR Lakhs)

	Current Year (2022-23)	Previous Year (2021-22)
Sales (Net)	647081	874Q49
Other Income	20137	260.39
Total Revenue	6672.18	9000.88
Earnings before Finance Cost, Depreciation, Exceptional /Extraordinary Items, Tax&Amortizations (EBITDA)	31167	1775.02
Finance Cost (Net)	163.95	176.60
Depreciation	273.54	222.44
Profit before Exceptional / Extraordmtaryis & tax	(22.82)	1375.98
Exceptional / Extraordinary expenses	â	â
Profit before Tax	(22.82)	375.98
Tax Adjustments (Net)	(2.64)	364.91
Profit after Tax	(16.84)	05.00

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accdip as specified under Sections 29 and B3 of the Companies Act, 20B (the Act) read with the Companies (Accounts) Rules, 20Hpasended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Companys website www.ishandyes.com.

2. STATE OF COMPANYâS AFFAIRS AND FINANCIAL PERFORMANCE

During the year under review, the Total Revenue from Operationsfall by 25.97% to INR 647081 Lakhsfrom INR 8740.49 Lakhsmartcial Year 2122-23andEBITDA reduced by 82.44% to INR 3167 Lakhfrom INR 775.12 Lakhin the Financial Year 2122-23.

The Profit before tax was reduced by 108.93% y-o-y to INR (22.82)Lakh. Net Profit after tax reduced by H5%o y-o-y to B''84)L(^h.

3. PROSPECTS & DEVELOPMENTS

The year under review has witnessed the total revenue of Rs. 647181 Lakhs and operations has resulted loss of Rs. H6.84TJakhear was full of challenges and constraints due to international scenario particularly of rising input cost, increased rate of anker qpsrtsg amUre and slowdown in demand which in turn resulted into fall in margins and also impacted the operations of the Company. The Company intengHgeAicals and Colorant segment which is passing through challenges particularly due to global scenario of exceptionally fallen demrirfdakHdin the material sourcing by various industries where products of the Company are used.

The financial year ended was a full of challenges due to significant rise in input cost besides very competitive markeihdikuatiinternational demand due to Russia Ukraine war, high global inflation scenario and increasing interest rates all these factors leddiai g^ntinsdulstrial and consumer demand particularly in the western world. Besides this, anti-dumping duty by the China on the products of therErnmegayively impacted the industry sentiment and curtailment of overall demand besides accumulation of inventory levels. The managem.aaltfEemiÂ£dto protect the operations of the Company with proactive and conservative approach to address challenges and minimizing the losses.

Barring unforeseen circumstances and once the international business climate gets settled with upward trend, the mantJlgeECsIitlpany estimates growth in the demand for its products and also improved financial performance for the Company during coming years.

4. CHANGE IN NATURE OF BUSINESS. IF ANY

The Company is engaged in the Business of Manufacturing, Trading, Export, Import and other deals in Chemicals used irPlgijBenhJid During the Financial Year 2122-23, the Company has not changed its nature of business.

5. DIVIDEND

In view of current year losses, no Final Dividend has been declared by the Company for the financial year ended 3btM.arch, 2023

Further the details of Unclaimed and Unpaid Dividend Amount of the Company have been disclosed in the Notes to the NlotJcBniuHBO General Meeting of the Company.

6. FINANCE

During the Year under review, the Company was successful in enhancing its finance facilities from the Kalupur CommerBa41CIiimp:ed to meet its working capital requirements. All the installments of banking facilities, private loans and vehicle loans eWiuhdweing the financial year were repaid as per its schedule.

7. TRANSFER TO RESERVES:

During the year under review, Your Directors do not propose to transfer any amount to the reserves.

8. EXPORTS

During the year under review, the exports of your Company recordeda gross turnover of INR 3275.32 Lakhs.

9. SHARE CAPITAL

As on 3ktMarch.2023, the Share Capital structure of the Company stood as follows:

Particulars	No Shares	Amount
Authorized Share Capital
Equity Shares of Rs. I/each	2,50,00,000 25	,00,00,000
Total	2,50,00,000 25	,00,00,000
Issued. Subscribed and Paid up Share Capital
Equity Shares of Rs. I/each	2,19,68,147 2	,96,8)471
Total	2,19,68,147 2	,96,8)471

Preferential issue:

During the Financial Year 212122 the Board of Directors at their meeting held on OktJuly, 20Elhas approved to raise fuiKkibymd allotment of 50,00,100 (Fifty Lakh) Convertible Equity Warrants (Warrants) at a price of INR 61- (Rupees Sixty One only) per WSTEgnting to INR 30(50 Crores (Rupees Thirty Crores Fifty Lakhs only) on a preferential and private placement basis to the ProrBPt1NordrPlothcters/ Public Investors.

Further, at the 01202-22 Extra Ordinary General Meeting held on 30th July, 202) the Shareholders of the Company has appoctmie funds by issue of 51)01(000 (Fifty Lakh) Convertible Equity Warrants (Warrants) at a price of INR 61- (Rupees Sixty One oWyirpant aggregating to INR 30.50 Crores (Rupees Thirty Crores Fifty Lakhs only) on a preferential and private placement basis to the Protheot eNsonnd Promoters/Public Investors carrying an option to the holder to subscribe to the equity shares of face value of Rs d10^pemiU:lndtcf Rs. 51 each. The Company upon receiving 25% of the consideration amount of the convertible warrants had allotted 50,00,01) (Fift)ycLmttrtible warrants of Rs. 61- to the Promoters and other Non-Promoters/Public Investors by passing the resolution in the BappdrhÂ£eDrg)ctited September 20, 2021 carrying an option to the holder to subscribe to the equity shares of face value of Rs. I/- each atumpofemE. 51 each subject to the condition of making the payment of 75% of the consideration amount within 8 months of allotment of cowBnrtinte.

During the Financial Year 202122, the Company has received the balance75% payment of 1)11,110 convertible warrants from the of the Warrant holder (Non-Promoter)and hence by passing the board resolution on 22nd February, 2122 the Board of Directorsthdvie00000t equity shares of face value of Rs. I/- each to the allottee. The total paid up capital consequent upon allotment of pquityarhld at Rs.

6,96,8)470

Further during the year under review, the Company has received the balance 75% payment of 5,00,100 convertible warrantsvof''om.rlrant holders (Non-Promoter)and hence by passing the board resolution on 22nd April, 2122 the Board of Directors had furtheP,al!0Ottiqllity shares of face value of Rs. I/- each to the allottees. The total paid up capital consequent upon allotment of equitandhaaleRst 8,46,8)470-

Also, during the year under review, the Company has received the balance 75% payment of 25,00,01) convertible warrants framebfiJiree Warrant holders (Promoters) and hence by passing the board resolution on BthMarch, 2023 the Board of Directors hadrUfudlheTCiaiOi equity shares of face value of Rs. I/- each to the allottees. The total paid up capital consequent upon allotment o&equity oil date signing of this annual report stands at Rs. 20,96,81473

All the Equity Shares allotted pursuant to the conversion of Warrants have been listed and traded on BSE Limited,; iexchlangfetwhere the existing Equity Shares are listed. For details on Warrants holders, please refer Notes and Schedules of FinancifibiS thtemimancial Year ended 3itMarch, 2023 forms part of this report.

As on 3itMarch, 2023, the details of utilization of funds raised by way of Preferential Issue of Warrants are as follows:

Sr. No.	Objects as stated In the explanatory statement to the notice for the General Meeting	Amount proposed to be utilized	Actual amount utilized for the Objects stated in the explanatory statement to the notice for the General Meeting	Unutilized Amount	Amount of Deviation/ Variation for the quarter according to applicable object
1	To augment the funds for the expansion and diversification of the business of the Company.	For any one or combination of one or more objects	---	---	---
2.	To meet the long term working capital requirements of the Company.		---	---	---
3.	To repay the debt of the Company.		30,50,0000	---	---
4.	For meeting any nature of capital expenditure to be incurred for expansion and diversification including to manufacture any new product.		---	---	---
5	For general corporate purpose		---	---	---
	Total	3(150,01(00	30,50,00,003

Apart from above mentioned, the Company has not issued any Equity Shares with or without differential rights or righteEqnianySSiweat Equity Shares or bonus Equity Shares and also the Company has not done any buy back of its Equity Shares.

Depository System:

As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on 3ktMarch E02B;d otpital of the Company was 184,68,47 equity shares comprising 88.08% of Issued Capital. It is to be noted that the Company had isamfccillotted 25,60,000 Equity Shares on BthMarch, 2023 by way of Conversion of Convertible Equity Shares and the application for itg LiislBSE Limited has been made on 24th March, 20E3which was under process with Listing Department of BSE Limited as on 3kt MaThhi;et23''.e, out of 88.08% listed capital 8097% of the Companys total listed capital representing 169,78,462 Equity shareswerein demdteed form.

The SEBI (Listing Obligations &Disclosure Requirements)Regulations, 2015 mandate that the transfer, except transmissimpaHit itm, of securities shall be carried out in dematerialized form only with effect from ktApril 209. In view of the numerous ao^antadeby the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the farafttyrcifildzation from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders whosloiar toM physical form, advising them to get the shares dematerialized.

10. SEGMENT WISE PERFORMANCE

The Company has only one reportable segment of activity i.e. Chemicalsfin accordance with the definition of SegmenEâasiexiND AS. The performance of the Company is discussed separately in this Report.

11. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Your Company doesnt have any Subsidiaries, Joint Ventures and Associates.

12. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing (OtllQilKkisuare Requirements) Regulations, 205 forms an integral part of this Report and provides overview of the business and operateofikmpany.

13. PUBLIC DEPOSITS

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in ceirnis of Snd 74 of the Companies Act, 20B read with the Companies (Acceptance of Deposits) Rules, 204, for the financial year ended.

The Company has received declarations from its Directors that all the Loans extended/to be extended by them to the Companywnesi funds only and not borrowed from any person or entity.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

In terms of Section B4(3) (l) of the Companies Act, 20B, except as disclosed elsewhere in this Report, no material chdrcgesMiiniitments which could affect the Companys financial position have occurred between the end of the financial year of the CompanyofnthdatReport.

15. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from the Statutory Auditors confirming compliance of the fcoTditiomt as Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO/MD and CFO of the CompaRegnlaeims of 7(8) of the Listing Regulations is appended to the Corporate Governance Report which forms part of this Annual Report.

16. INDUSTRIAL RELATIONS

The relationship with employees at all level remained cordial and harmonious during the year. We appreciatethe commitletionintadle by employees of the Company at all the levels to achieve present growth of the Company.

17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY

In accordance with the provisions of Section 78 of the Companies Act, 20B and Regulation 9 of the SEBI (Listing ObligatiDiisclosure Requirements) Regulations, 205, The Board of Directors has formulated the Nomination and Remuneration Policy based on rdatimmen made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Polien have outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the webSitmpsfhyhe www.ishandyes.com.

18. BOARD DIVERSITY

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will Heeaenigesdin thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethhiagt:yand gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted therBi&r qbaftiTsy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Compamhdw5swam.

19. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 97 (2) of the CompaTBearAciule 5 (I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 are given in Annexure [A]Thas fiarmof this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the CompaiiitHieAppnd Remuneration of Managerial Personnel) Rules, 204, during the financial year ended 3kt March 2023.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments:

During the year 2022-23, No Director was appointed on the Board of the Company.

Retire by Rotation:

Pursuant to the provisions of Section 52 of the Companies Act, 20B read with the Companies (Appointment and QualificQiilhgtIfrs) Rules, 204 and the Articles of Association of your Company, Smt.Mirali Hemantbhai Patel (DIN: C802784), Executive Directhe (Company is liable to retire by rotation at the ensuing AGM and being eligible offered herself for reappointment.

Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. The brief resumali>iHfemfiMtibrai Patel (DIN: C8CE784), Executive Directorwith other related information has been detailed in the Notice of AGM which is pantminghe Annual Report.

Your Directors recommend her re-appointment as an Executive Director of your Company.

Re-appointments:

During the year ZE2-2B, none of the Director stermwas due for re-appointment.

Resignations along with facts of resignation:

During the financial year 2C22-23, no Director has resigned from the Directorship of the Company.

Key Managerial Personnel:

During the financial year 2C22-23, Ms. Shilpa Sharma, Company Secretary and Compliance Officer of the Company has resigned postm with effect from CBrd November 2C22 due to personal reasons and to pursue alternate career opportunities.

Consequently, due to the resignation of Ms. Shilpa Sharma from the position of Company Secretary and Compliance Oficmparfyl hhe Board of Directors, in their meeting, has approved appointment of Ms. Anisha Jain as a Company Secretary and Compliance; Officer Company with effect from C2nd January 2C23.

Pursuant to the provisions of Section 2CB of the Companies Act, 2CB, Shri Piyush N. Patel, Chairman and Managing Diredtorpai IP. Patel, Whole-Time Director, Shri Chintan Prakash Pancholi, Chief Financial Officer and Mrs. Anisha Jain, Company SCompliancsnd officer, are the Key Managerial Personnels of your Company.

Annual Evaluation of Boardâs Performance:

In terms of the requirement of the Companies Act, 2CB and the SEBI (Listing Obligations and Disclosure RequirementsnsRegfilatio (Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertakamclwhedhthe evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performiam;caavaluatie areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, perfoiimaaiicd structure etc. The performance of individual directors was evaluated on the parameters such as preparation, particiualioimdcaleIident judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of DirncthEseanliiation of the Directors, the Directors being evaluated had not participated. The evaluation process has been explained in thegcair;E^rince report section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 49(7) of the Companies Act, 2!Cl^Bingnt::lbat they fulfill the criteria of independence as prescribed under Section 49(6) of the Companies Act, 2CB read with the SchediReiieanii sued thereunder as well as under Regulation f(b) of the Securities Exchange Board of India (Listing Obligations and Disclosreneliitq)! Regulations, 2CB.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing RegUiEt:iOnSeinndent of the management. The Board skill/expertise/ competencies matrix of all the Directors, including the Independent Directidesd in jUre Corporate Governance Report forming part of this Annual Report. All the Independent Directors of the Company have ema^els^rs^(Wihh the Indian Institute of Corporate Affairs (UCA).

Familiarizaration Program for Indenpendent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlimo% ,lfiu/]lcAron, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments smsf the Company from time to time. The Familiarization program is also available on the website of the Company www.ishandyes.com.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive directormpfnthfeadolo pecuniary relationship or transactions with the Company.

21. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (PnBhrteticfiraflilig) Regulations, 205. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disdoboube made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regutaTeambniisure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares.iThls icodeiilable on the website of the Company www.ishandyes.com.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Imfommiss of the SEBI (Prohibition of Insider Trading) Regulation, 205 (as amended). The same has been filed with the BSE Limitalplnddsll on the website of the Company.

22. COMMITTEES OF THE BOARD

As on 3btMarch2023, the Board has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholders Relationship Committee.

d. Corporate Social Responsibility Committee.

e. Rights Issue Committee.

The details with respect to the composition, powers, roles,terms of reference, number of meetings held, attendance algsretmeefifitatutory Committees are given in detailin the Corporate Governance Report.

Audit Committee:

As on 3htMarch2023, the Audit Committee comprised of Four Independent Directors, namely Shri Roopin A. Patel, Shri Matyapk Hi P Ronak Y. Desai and Shri Yatin G. Patel.

All members of the Audit Committee possess good knowledge of accounting and financial management. The Chairman and Managing fir the Company, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attendnthntAeBdMCstings.

The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the AudihePs:ig;niiiiit^t T audit observations and corrective actions as may be required and taken by the management are presented to the Audit (TOmnBbt)nel has accepted all recommendations made by the Audit Committee from time to time.

23. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS

The details of the number of Board and Committee Meetings of your Company along with the composition and attendance cotfotrhseanDdire Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The timdigafwoitwBetiinlgs was in accordance with the requirements. Every Director currently on the Board of the Company has personally attended Boards/ Committee of Directors iMeeting in the financial year 2022-23. All the information required to be furnished to the Bodl

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Mhet fflLoardfof Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of Indi

24. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section B4(5) read with Section B4(3)(c) of the Companies Act, 20B (Act) with respeirtectorsâ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 3btMarch 2023, the applicable accounting shavear>dsn followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimate s easbnanlle and prudent so as to give a true and fair view of the state of affairs of your Company as at 3bt March, 2023 and olht^hbS3''ofit statement of the Company for the financial year ended 3bt March, 2023;

(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance withctthe of ohisi Companies Act, 203 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern u basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such interndiof^ilndclciar e adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systemsuatar eirndeq operating effectively.

25. EXTRACT OF ANNUAL RETURN

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 20B (the Act) in form MGTaTislsiiiDirism the website of the Company and can be accessed at www.ishandyes.com.

26. RELATED PARTY TRANSACTIONS

During the financial year 2022-23, all transactions with the Related Parties as defined under Section 2(76) of the CompaOBsrAad with Companies (Specification of Definitions Details) Rules, 204 and Regulation 23 of the Securities Exchange Board of Indig, Obligations and Disclosure Requirements) Regulations, 205 were entered in the ordinary course of business and on an arms length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committetehatilapplalied party transactions forFY2022-23 and estimated transactions for FY 2023-24.

There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by tfDirBsdioi safnay be accessed on the Companys website at www.ishandyes.com. Disclosures on related party transactions are set out in the MoFesaanctal Statements forming part of this Annual Report.

27. LOANS AND INVESTMENTS

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security prequdeddaunder section B6of the Companies Act, 20B, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations ^Disclosure Requis)aRe:gulations, 205 in Notes forming part of the financial statements.

28. RISK MANAGEMENT

The Company manages andmonitors on the principal risks and uncertainties that can impact its ability to achieve its AtjepTBseit the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks andrcnnoeened in the Management Discussion and Analysis Report, which forms part of this Annual Report.

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section I77e( Companies Act, 20Â® and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20)5. The policy provides for a franandcpriDcess whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any othprautica being adopted against them. The policyis also available on the website of the Company www.ishandyes.com.

30. CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the requirement of the SedteoG c^fpafi itss Act, 20Â® read with the Companies (Corporate Social Responsibility Policy) Rules, 204 as amended from time to time. Shm Roopatel is the Chairman of the Committee and two other members namely Shri Piyush N. Patel and Smt. Anilaben P. Patel are the memha^ni0faaaid The Committee has framed the Corporate Social Responsibility Policy forthe Company. The philosophy for CSR activity anyhe maimpy focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcatat iont eaamuring environmental sustainability and promoting rural sports.

The Annual Report on the CSR activities is at Annexure [B]tâo this Report.

The Company has spentINR 27,47,944/- towards CSR activities by contributing to educational sector of the state throughtiimplanaany.

31. AUDITORS AND AUDITORSâ REPORT Statutory Auditors:

At the 29th Annual General Meeting held on 26thSeptember 2022, M/s A. R. Sulakhe and Company, Chartered Accountants (F40W)-105 were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 34th Annual General M saslrigin otte calendar year 2027.

Further in terms of Clause 40 of Companies (Amendment) Act, 20)7 which was notified vide Notification dated S.O. B33 (EthMtsyi 20)8 and effective from the date, the Proviso of Section 139(4) relating to ratification of Appointment of Auditors at eveSyn&mhM eeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as pemtisse tCmpiÂ®.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s A.R Sulakhe & Co. Chartered AdNoufiMW)(FR Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of NotiheAff-Meof Othe Company.

The Auditorsâ Report for Financial Year ended 3itMarch 2023 forms part of the IntegratedAnnual Report and does not contain qualification,reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 20B read with the Companies (Appointment and RemuneratimgofiM Personnel) Rules, 204, your Company has appointed M/s Kunal Sharma &Associates, Practicing Company Secretaries to conSQdrelthfial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - [C]âto this Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal ShaciaitÂ£& Asso Practicing Company Secretaries as the Secretarial Auditor of the Company for the financialyear ending 3itMarch2[24. TyihsComparved theirwritten consent that the appointment is in accordance withthe applicable provisions of the Companies Act, 20B aadredetMreunder.

32. EXPLANATION ON AUDITORS REPORT Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for an5ur:t:lparatenoments or explanations.

Secretarial Auditor

The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do any caparate or further comments or explanations.

33. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-2023 for all applicable compliances as per Securities amgeiBdard of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Reportpursuant to RAgufathmlMing regulations read with SEBI Circular dated February 08 209, has been taken fromMr. Kunal Sharma, Secretarial Auditmpaiiythe Co

34. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (2) of Section 43 of the Companies Act, 20B.

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

Information required under Section B4(3)(m) of the Companies Act, 20B read with Rule 8 of the Companies (Accounts) R4lÂ£Â»r2the financial year ended 3itMarch2023 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange ahatfiiutgo is annexed herewith as Annexure - [D]ââto this Report.

36. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adoptedsthBdp procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assetst itime and-detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable f''Cl]lla3mdiafe di

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 43 of the Companies ActmffiB parflorof the financial statement for the year under review.

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

Your Company is committed to providing and promoting a safe, healthy, and congenial atmosphere irrespective of genderr ea^tor (social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of WkphBHâ aiPwevrention, Prohibition and Redressal) Act, 20Â®.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going uonsfeiyBur Company and its future operations.

39. OTHER DISCLOSURES

* During the financial year 2C22-23,the Company does not have any scheme or provision of money for the purchase of its owbyshare employees or by trustees for the benefit of employees.

* During the financial year ZE2-23, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy C 23b.

* During the financial year 2C22-23, your Company has not entered any One-Time Settlement with banks or financial institutions.

* The Company has not issued any debentures during the financial year 2C22-23.

* During the financial year 2C22-23, your Company had raised funds from Preferential Issue of Convertible Equity Warrants and yc Board hereby confirms that there were no deviation(s) or variation(s) in the utilization of proceeds from the objectthetated in explanatory statement to the notice for the general meeting.

40. APPRECIATION

The Directors hereby wish to place on record their appreciation for the support extended by its banker, suppliers, em]a[Cyc:lÂ£herlnstakeholders without whose support the overall satisfactory performance would not have been possible during the pandemic.

By order of the Board of Directors For Ishan Dyes & Chemicals Limited

SD/-

14thAugust 2023 Piyush N. Patel

Ahmedabad Chairman & Managing Director

DIN - 00450807

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

ISHAN DYES AND CHEMICALS LIMITED

The Directors have pleasure in presenting 25^th Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

1. FINANCIAL RESULTS:

The Companyâs financial performance, for the year ended March 31, 2018 is summarized below: _(.Amount in Lacs)

	Current	Previous
	Year	Year
	(2017-18}	(2016-17)
Sales(Net) Other Income	7214.94 159.20	6,674.29 114.24
Total Revenue	7374.14	6,788.53
Earnings before Interest, Depreciation, Exceptional /Extraordinary Items, Tax & Amortizations (EBITDA)	685.98	1219.07
Interest(Net) Depreciation	64.26 84.37	81.90 154.64
Profit before Exceptional / Extraordinary items & tax	592.34	982.53
Exceptional / Extraordinary expenses	â	â
Profit before Tax	592.34	982.53
Tax Adjustments (Net)	256.01	422.43
Profit after Tax	336.33	560.10

2. STATE OF COMPANY''S AFFAIRS AND FINANCIAL PERFORMANCE:

The Company has achieved total revenue of Rs. 7374.14 Lacs and EBITDA (pre-exceptional and extraordinary item) of Rs. 685.98 Lacs as against that of Rs. 6788.53 Lacs and Rs. 1219.07 Lacs respectively for the previous year. During the year the operations has resulted increase in total revenues by 8.63%. However EBITDA has decreased due to increase in prices of key raw materials which the Company was unable to pass in finished product prices due to various market constraints. Besides that other operating overheads has also increased marginally due to inflationary pressure. The overall cost escalation has resulted into lower margins for the year ended and in turn lower EBITDA and Net Profit for the year ended.

3. PROSPECTS & DEVELOPMENTS:

During the year, the Company has undertaken modernization program and already incurred capital expenditure of more than Rs. 8.00 Crores to improve its plant building and also add balancing equipmentâs. The same will result into overall efficiency improvements, reduction in operating cost and better quality product with increased output. The undertaken steps will facilitate better yields, reduction in cost of operations and also overall increase in margins for the products of the Company. The Company has developed sound export market and overall customer spread besides introducing new ranges for the products, all these factors will drive the growth during coming years for the benefits of the Company. Barring unforeseen circumstances, the management is confident of delivering improved results during the coming years. The management is also working on various expansion plans and opportunities to diversify for creating value chain of business.

The Company is also planning to raise funds by right issue and the proceeds of same will be utilized to repay debts of the Company.

The Company operates in a competitive business environment and key challenge areas are ecology and allied regulatory compliances, commodity and petro-products price volatility, foreign currency fluctuations, inflationary pressure on operational costs, large working capital need, skilled manpower availability etc. The management of the Company is working with a proactive approach to meet challenges and cater opportunities with an aim to enhance stakeholderâs value. The management of the Company has charted out growth plans for the Company which includes further expanding export business; add new ranges and products to create a basket of products for catering customer needs and also to create value addition in present product portfolio with a view to increase revenues and margin for the Company. Also debt reduction will help to reduce interest burden for the Company and overall profitability of the Company would be improved in due course of time.

Barring unforeseen circumstances the management is confident to further improve its business performance and also position the Company as a preferred quality producer and exporter of Pthalocyanine blue pigments.

4. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the Financial Year 2017-18, the company has not changed its nature of business.

5. DIVIDEND:

The Board of Directors at their meeting held on 23^rd February, 2018 had declared an interim dividend of Rs. 0.75/- per Equity Share i.e. @ 7.5% of face value of Rs. 10/- per share to all the shareholders of the Company whose names appeared on the Register of Members / Register of Beneficial Owners on Friday, 09^th March, 2018. The interim dividend was paid to the Shareholders in the month of March, 2018.

The Board has recommended the same to be confirmed as the Final Dividend for FY 2017-2018. Necessary resolution is being proposed for the purpose at the ensuing 25^th Annual General Meeting ("AGMâ).

6. FINANCE

During the year, your Company has obtained sanction for machinery term loan and other term loan from the Kalupur Commercial Co. Op. Bank Ltd. Also the working capital facilities has been renewed during the year for Rs. 8.00 Crores from the Kalupur Commercial Co. Op. Bank Ltd. All the installments of banking facilities, private loans and vehicle loans which were due during the financial year were repaid as per schedule in due course.

7. TRANSFER TO RESERVES:

During the year under review, no transfer to reserves was carried out.

8. EXPORTS

The Export is the thrust area for the growth of the Company and during the year ended recorded gross export turnover of Rs. 34.29 Crores

9. SHARE CAPITAL:

As on 31^st March, 2018, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Total	2,50,00,000	25,00,00,000
Issued. Subscribed and Paid ud Share	Capital
Equity Shares of Rs. 10/- each	1,12,64,700	11,26,47,000
Total	1,12,64,700	11,26,47,000

Increase in Authorized Share Capital of the Company:

During the year 2017-18, the Authorized Share Capital of the Company has been increased from Rs. 20.00 Crores to Rs. 25.00 Crores by way of Ordinary Resolution passed by the Shareholders at the 24^th AGM of the Company held on 28^th September, 2017. In this regard, the Company has complied with all the applicable sections, rules, regulations and guidelines of the Companies Act, 2013 and the Securities Exchange Board of India (SEBI).

Rights Issue:

During the year under review, the Board of Directors at their meeting held on 20^th March, 2018 has approved to raise funds upto an aggregate amount of Rs. 20.00 Crores by way of Issue of Equity Shares of the Company to its eligible existing Shareholders on rights basis subject to the Shareholders approval.

Further, at the Extra Ordinary General Meeting held on 23^rd April, 2018, the Shareholders of the Company has approved to raise funds upto an aggregate amount of Rs. 20.00 Crores by way of Issue of Equity Shares of the Company to its eligible existing Shareholders on a rights basis.

The Company has appointed M/s Vivro Financial Services Private Limited as the Lead Manager to the Issue and M/s Link In time India Private Limited as the Registrar to the Rights Issue.

The Board of Directors at their meeting held on 19^th July, 2018 has approved the Draft Letter of Offer dated 19^thJuly, 2018 for submission with the Securities Exchange Board of India ("SEBIâ) and BSE Limited ("BSE") which has been submitted to SEBI for their comments and observations.

10. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Chemicals", in accordance with the definition of "Segment" as per the Accounting Standard 17 issued by the Institute of Chartered Accountants of India. The performance of the Company is discussed separately in this Report.

11. SUBSIDIARIES. IOINT VENTURES & ASSOCIATES:

Your Company doesn''t have any Subsidiaries, Joint Ventures and Associates.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

13. PUBLIC DEPOSITS:

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3] (1] of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this Report.

15. CORPORATE GOVERNANCE:

As required by Schedule V(C] of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, a detailed report on Corporate Governance is given as a part of the Annual Report The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

16. INDUSTRIAL RELATIONS

The relationship with employees at all level remained cordial and harmonious during the year. We appreciate for committed contribution made by employees of the Company at all the levels to achieve present growth of the Company.

17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this Report The Policy is also available on the website of the Company www.ishandves.com.

18. BOARD DIVERSITY

19. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12] of the Companies Act, 2013 and Rule 5 (1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 are given in "Annexure [A]" that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, during the financial year ended 31^st March 2017.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL: f X

Appointments:

During the year 2017-18, No Director was appointed on the Board of the Company.

Re-appointments:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Smt. Anilaben P. Patel, Non-Executive and Non-Independent Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered herself for reappointment.

Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Smt. Anilaben P. Patel together with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.

Your Directors recommend her re-appointment as Non-Executive and Non-Independent Director of your Company.

Resignations along with facts of resignation:

During the financial year 2017-18, no Director has been resigned from the office of Directorship of the Company.

Key Managerial Personnel:

During the year under review, Ms. Ankita Vivekkumar Shah (ACS: 40326) has been appointed as a Company Secretary & Compliance officer of the Company w.e.f 20^th March, 2018.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Shri Piyush N. Patel, Chairman and Managing Director, Shri Chintan Prakash Pancholi, Chief Financial Officer and Ms. Ankita Vivekkumar Shah, Company Secretary and Compliance officer, are the Key Managerial Personnel of your Company.

Annual Evaluation of Board''s Performance:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.ishandves.com.

21. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company''s Shares. The code is also available on the website of the Company www.ishandves.com.

22. COMMITTEES OF THE BOARD

As on 31^st March, 2018, the Board has following committees:

a. Audit committee,

b. Nomination and Remuneration committee,

c. Stakeholder''s relationship committee

d. Corporate Social Responsibility Committee

e. Rights Issue Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report

23. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS:

The details of the number of Board and Committee Meetings of your Company along with the composition and attendance of the Directors and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The time gap between the two meetings was in accordance with the requirements. All the information required to be furnished to the Board was made available along with detailed Agenda.

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2018 and of the profit and loss statement of the Company for the financial year ended 31st March, 2018;

(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a âgoing concernâ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

25. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [B]" and form an integral part to this Report.

26. RELATED PARTY TRANSACTIONS

During the financial year 2017-18, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an armâs length basis.

27. LOANS AND INVESTMENTS:

Loans, guarantees/securities and investments, if any and as covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements.

28. RISK MANAGEMENT:

At present the company has not identified any element of risk which may threaten the existence of the Company.

All the properties and insurable interest of the Company are adequately insured.

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The policy is also available on the website of the Company www.ishandves.com.

30. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the requirement of the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. Shri Piyush N. Patel is the Chairman of the Committee and two other members namely Shri Roopin A. Patel and Shri Mayankkumar H. Patel are the members of said Committee. The Committee has framed the Corporate Social Responsibility Policy for the Company. The philosophy for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.

During the year under review the Company has not spent any amount on CSR activities due to lack of availability of proper and satisfactory opportunity for such spending in line with policy and philosophy framed by the Committee. However, the Committee in consultation with the Management of the Company is working out long term basis plan for CSR spending in a phased manner over a period of time.

31. AUDITORS AND AUDITORSâ REPORT: -t--%-

Statutory Auditors:

At the 21^st Annual General Meeting held on 23^rd September, 2014, M/s. G. S. Mathur & Co. Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of the 26^thAnnual General Meeting to be held in the calendar year 2019.

Further, in terms of Clause 40 of the Companies (Amendment) Act, 2017 which was notified vide Notification dated S. 0.1833 (E) dated 07th May, 2018 and effective from that date, the Proviso of Section 139 (1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors, M/s G. S. Mathur & Co, Chartered Accountants has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 25^th AGM of the Company

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Kunal Sharma, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as âAnnexure - [C]ââ to this Report.

32. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do not call for any separate or further comments or explanations.

33. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

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

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in âAnnexure - [D]"appended hereto and forms part of this Report

35. INTERNAL FINANCIAL CONTROLS:

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

38. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support received from stakeholders, employees at all levels, vendors, customers, bankers, consultants and all associates of the Company.

By order of the Board of Directors

For ISHAN DYES & CHEMICALS LIMITED

14^th August, 2018 Piyush N. Patel

Ahmedabad Chairman & Managing Director

DIN: 00450807

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

ISHAN DYES AMD CHEMICALS LIMITED

The Directors have pleasure in presenting 23th Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2016,

1. FINANCIAL. RESULTS:

The Company''s financial performance, for the year ended March 31,2016 is summarized below:

AMOUNT in RUPEES LACS_

	Current Year (2015-16)	Previous Year (2014-15)
Sales (Net)	6144.63	4993.64
Other Income	118.83	55.321
Total Revenue	6263.46	5040.97
Earnings before Interest, Depreciation, Exceptional	754.46	304.56
/ Extraordinary Items, Tax & Amortizations (EBITD A)	754.46	304.56
Interest [Net)	9 ],19	4a 17
Depreciation	140.33	106.69
Profit before Exceptional] / Extraordinary items & Tax	522,44	149.7(1
Exceptional / Extraordinary expenses	(1.04)	[1.90)
Profit before Tax	521,41	147.80
Tax Adjustments (Net)	132.94	(68.75)
Profit after Tax	3(18.46	216,55

2 STATE COMPANY âS AFFAIRS AND FLNANCIAL PERFORMANCE.

The Company has achieved total revenue of Rs.6263.46 LACS and EBITDA [pre exceptional and extraordinary item) of Rs. 754.46 Lacs as against that of Rs. 5048.57 Lacs and Rs, 304.56 Lacs respectively for the previous year. As compared to previous year, during the year the operations have shown increase in turnover by 23% and EBITDA by 147%. Year under review has witnessed growth in terms of volume and value both which in turn has resulted into sharp increase in Profit before tax of Rs. 521.41 Lacs as against that of Rs. 147.30 Lacs as the previous year thereby recording a growth of 253%. The operations have shown .Net Profit after tax of Rs, 388.46 Lacs which was higher by 79% over that of past year. The operations of the Company have been benefited from expansion carried out by the Company which supported increase in tonnage and improve in overall plant efficiencies to reduce cost of productions, Also the benefits of reduction key raw material prices on account of fall in international crude oil prices and commodity prices contributed to improve m margins and in turn profit for the year.

3. PROSPECTS & DEVELOPMENTS:

Your management is pleased to mention that the systematic and focused approach adopted by the management over a period of last couple of years has helped to improve overall efficiencies of the operations to reduce cost and optimize production together with introduction of new ranges of the products. Expansion of plant capacity and efficiency improvements has delivered favorable results in terms of increase in turnover as well as increase in margins and profit. These factors will drive the growth during coming years for the benefits of the Company and the management is confident of delivering consistently improved results during coming years.

The business segment of the Company is full of challenges with multiple variables affecting the operations and business of the Company, Key such variables are ecology and allied regulatory compliances. commodity and petro- pro ducts price volatility, foreign currency fluctuations, inflationary pressure on Operational costs. large Working capital need, skilled manpower availability etc. The management of the Company is working with proactive approach to meet challenges and cater opportunities with an aim to enhance stakeholder''s value. The coming year looks challenging mainly cm demand front, availability of manpower as well as compliance for stringent pollution norms. However, the management has charted out systematic plan to overcome all such challenges. Also the management is of tin.¹ view that falling commodity anti crude oil prices will reduce cost of production, fall in overall prices which in turn will boost the demand for the products of the Company such as to benefit to the Company for delivering better performance. Your Company is working to expand export market anti also broaden the customer base. The management of the Company has charted out growth plans for the Company which includes expanding overseas market for the products of the Company: add new ranges and products to create a basket of products for catering customer needs and also to create value addition in present product portfolio with a view to increase revenues and margin for the Company.

Barring unforeseen circumstances the management is confident to position the Company as a preferred quality producer and exporter of Phtalocyanine blue pigments.

4. CHANGE IN NATURE OF BUSINESS IF ANY:

During the financial Year 2015-16 , the company has not changed its nature of business-

5. DIVIDEND:-

Your Directors are pleased to recommend maiden Dividend on Equity Shares at Rs. 0.50/- per Equity Share i.e. @5% of face value of Rs. 10/- per share for the financial year ended on March 31, 2016.

No Dividend has been declared or paid for the previous financial year ended on 31^st March, 2015,

6. FINANCE

During the year, your Company has raised additional cash credit: facilities and machinery loans from the Kalupur Commercial Co. Op. Bank Ltd. All outstanding banking facilities, private loans and vehicle loans which will be repaid as per schedule in due Course.

7. TRANSFER TO RESERVES:

During the year under review, no transfer to reserves was carried out.

8. EXPQBTS

The Export is the thrust area for the growth of the Company and during the year ended recorded gross export turnover of 25.40 Crores which is almost 8% growth over previous year exports of Rs. 23.55 Crores.

9. SHARE CAPITAL:

As on 31^st March, 2016, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rt. 10/-each	1,10.00,000	11,00,00,000
Total	1,10,00,000	11,00,00,000
Issued, Subscribed and Paid up) Share Capital
Equity Shares of Rs. 10/- each	75,09,800	7,50,98,000
Total	75,09,800	7,50,98,000

During the year under review, the Company not issued any Shares with nr without differentia] rights or Debentures or any Other securities by way of Public offer, Private Placement Preferential allotment, issue, Sweat Equity Shares, and Stork Option Scheme or in any such other manners.

10, SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Chemicals''¹, in accordance with the definition of "Segment" as per the Accounting Standard 17 issued by the Institute of Chartered Accountants of India The performance of the Company is discussed separately in this Report.

11 SUBSIDIARIES. JOINT VENTURES & ASSOCIATES:

During the year under review, your Company doesn''t have any Subsidiaries, Joint Ventures and Associates

12. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBl (Listing Obligations anti Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

13. PUBLIC DEPOSITS:

There were no public deposits accepted during financial year nr any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act. 2013 read with the Companies [Acceptance of Deposits] Rules, 2014-, for the financial year ended.

14. MATERIAL CHANCES AND COMMITMENTS Affecting QMMUAL EQSIHQM BUT WEEN THE END OF THE FINANCIAL YEAR AM) HATH OF REPORT:

During the end of the financial year of the Company to which the financial statements relates and up to the date of this report, (here were no material changes and commitments occurred which has a affected the financial position of the Company.

15. CORFDRATIK.DVERNAMCE:

Compliances with the Corporate Governance requirements under Regulation 34 and Schedule V stipulated under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations, 2015 are not mandatory to the Company. However, as good governance the Company has voluntary disclosed the Compliance requirements to the best practical extent. Accordingly the Management Discussion and Analysis and the Corporate Governance Report on compliance are attached along with the Annual Report.

16 LISTING AGREEMENT:

The Company has already entered into the revised agreement with the Bombay Stock Exchange ("BSE) as required under SEBl [Listing Obligations and Disclosures Requirements) Regulations, 2015 as effective from 1^st December 2015.

17.INDUSTRIAL. RELATIONS

The relationship with employees at all level remained cordial and harmonious during the year. We appreciate for commit Led contribution made by employees of the Company at all the levels to achieve present growth of the Company. .

18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERL PERSONNEL AND SENIOR MANAEMENT OF THE COMPANY :

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Regulations, 2015, The Board of Directors has formulated and Remuneration Policy on the basis of recommendations made by the Nomination and Committee. The salient aspects covered in Nomination and Remuneration Policy been outlined in the Corporate Governance Report which forms part of this Report

The information required pursuant to Section 197 read will rule 5( 1) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 in respect of employees of the Company, will he provided upon request.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled there, excluding information on employees particulars which is available for inspection W the m cm hers at the Registered office of the company during business hours on working days of the company days to date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance,

19. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Hoard in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help better directions and Supervision to the aviaries of the Company, The Board has ad up ted the Board diversity policy which sets out approach to diversity of the Roars of Directors.

20. PARTICULARS OF EMPLOYEES:

No employee of The Company was in of remuneration more than The limits specified under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during financial year ended 31^st March 2016

21 DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment''s:

During the year 2015-16 , Shri Ronak Y. Desai has been appointed as Independent Director of the Company at the 22^nd Annual General Meeting held on 29^thSeptember, 2015 for 5 years period for a term up to conclusion of 27^thAnnual General Meeting.

Further, the term of Shri Piyush N. Patel as a Managing Director and Shri ShrinaL P. Patel as a Whole-Time Director was expired on 31^st May, 2016 and 31^st January, 2016 respectively. . The board of Directors at their meeting has re-appointed Shri Piyush N. Patel as a managing Director of the Company for period of 5 years w,e,f 01^st June , 2016 and also has re-appointed Shri Shrinal P. Patel as a Whole- Time Director for period of 5 years w,e,f 01st February, 2016. Both the re-appointment is subject to Shareholders'' approval at the upcoming Annual General Meeting. Accordingly, the Heard has recommended and proposed re-appointment of Shri Piyush Psâ Patel as a (Managing Director and Shri Shnnal P. Patel as a Whole-Time Director in the ensuing Annual General Meeting.

The brief resume of Shri Piyush N.Patel and Shri Shrinal P. Patel together with other related information has been Retailed in the Corporate Governance Report which is forming part or the Annual Report

Re -appointments:

Pursuant to the provisions of Section 152 of The Companies Act, 2013 read with The companies (Appointment and Qualification of Directors) rules, 2014 and the Articles of Association of your Company, Smt. A nil a been Piyushbhai rule, Non-Executive and Non-independents Director of the Company Liable to retire by rotation at the ensuing AGM and being eligible offered herself for reappointment.

Appropriate resolution for re-appointment is being placed for your approval at the ensuing ACM. The brief resume of Smt. Pa Lei together with other re la Led has been detailed in the Corporate Governance Report which is forming part of the Annual Report.

Your Directors recommend her re-appointment as Non-Executive and Non Independent Director of your Company.

Resignations along with facts resignation:

During the financial year 2015-16, no Director has been resigned from the office of Directorship of the Company.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of (.be Companies Act, 2013, Shri Piyush N. Patel, Chairman and Managing Director, Shri Shrinal P. Patel, Whole lime Director and Shri Chinfan Prakash, Chief Financial Officer are the Key Managerial Personnel of your Company,

Annual Evaluation of Boardâs Performance:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, The evaluation process has been explained in the corporate governance report section it this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria o [independence as prescribed under Section 149(6] of the Companies Act, 20 15 read with the Schedules and rules issued there under as well as under Regulation 16(b) of the Securities Exchange Board of India (Ling Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Fur titer, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time.

22.CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Hoard of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines a ml procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in The Companyâs Shares,

23, COMMITTEES OF THE BOARD

As on 31^st March, 2016, the Board has following committees

a. Audit committee,

b, Nomination and Remuneration committee,

c. Stakeholder''s relationship com mil tee

d. Corporate Social Responsibility Committee

A detailed note on the Board and its committees provided under the corporate governance report section in tills Annual Report.

24- NUMBER OF MEETINGS OF THE BORAD AND AUDIT COMMITTEE MEETINGS:

The details of the number of board and Committee Meetings of your Company along with the composition and attendance of the Director and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report- The time gap between the two meetings was in accordance with the requirements. All the information required to be to the Board was made available along with detailed Agenda.

25, DIRECTORS'' RESPONSIBILITY STATEMENT.

As required under Section 134[3] (c] of the Companies Act, 2013, the Directors hereby confirm that:

[a) in the preparation of die annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards and Schedule Ill of the Companies Act, 2013, have been followed and there are no material departures from the same:

(b) the Directors have selected such accounting policies and applied them consistently and made I and estimates that are reasonable and prudent so as to give a true and lair view of the state of affairs of your Company as at 31st March, 2016 and of the profit and loss statement of the Company for the financial year ended 31st March. 2016

(c) proper and sufficient cart have been taken for the maintenance of adequate accounting records in accordance will: the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating .

(f) Proper systems Lo ensure compliance with provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

26. EXTRACT_ OF ANNUAL RETURN_;

The details forming part of the extract of the Annual Return in Form MOT- 9 in accordance with Section 92(3] of Companies Act, 2013 read with the Companies (Management and Administration Jules, 2014, arc set out herewith as "Annexure [A]^J'' and form an integral part to this Report.

27, RELATED PARTY TRANSACTIONS

During the financial year 2015 -16 all transactions entered into with the Related Parties as defined under Section 2(76) The Companies Act. 2013 read with Companies (Specification of Definitions Details;) Rules. 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were In the ordinary course of business and on arm''s length basis

During the financial year 2015-16, there were no transactions with related parties which can he qualified as material transactions under Companies Act, 2013 and the Securities Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, Accordingly, the disclosure of related parley transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC 2 is not applicable.

28.LOANS AND INVESTMENTS:

Loans, guarantees/securities and investments as covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements,

29. RISK MANAGEMENT:

At present the company has identified any element of risk which may threaten the existence the company.

All the properties and insurable interest of the Company are adequately insured.

30, VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Blower Policy which is in compliance with the provisions of Section 177 [10] of the Companies Act, 2013 and the SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides tor a framework and process whereby concerns can he raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them

31, CORPORATE SOCIAL RESPONSIBITY:

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the requirement of the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy Rules. 2014 as amended from time to time, Shri Piyush N, Patel is the Chairman of Committee anti two members namely Shri Roopin A. Patel and Shri Mayankkumar H. Patel are the members of said Committee, The Committee has Framed the Corporate Social Responsibility Policy for the Company. The philosophy for CSR activity of the Company is main focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability anti promoting rural sports.

During the year under review the Company has not spent any amount on CSR activities due to lack of proper and satisfactory opportunity to such spending m Line with policy framed by the Committee. However, the Committee in consultation with the Management of Company is working out plan CSR spending :n a phased manner over a period of time.

32. AUDITORS AMD AUDITORS^J REPORT:

Statutory Auditors:

At the 21^st Annual General Meeting held on 23^rd September, 2014, M/s. G. S, Mathur & Co Chartered Accountants were appointed as auditors of Company to hold office till the conclusion of the 26^th Annual Meeting to be held in the calendar year 2019. In terms of '' first proviso to Section 139 of die Companies Act, 2013, the appointment of the auditors be placed ratification at every Annual General Meeting Accordingly, the appointment of M/s. G. S. Mathur & Co, Chartered Accountants, as statutory auditors of the Company, is placed ratification by shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in actor nee with the provisions of Section 141 of the Companies Act, 2013.

Cost Auditor;

The appointment of Cost Auditor for the Company Is not applicable to the Company.

Secretarial Audit:

Puritan to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, your Company has appointed Mr. KunaL Sharma, Practicing Company Secretary to conduct the Secretarial Audit of your Company, The Secretarial Audit Report is annexed herewith as "Annexure [B] to this Report

33. EXPLANATION AUDITORS

Statutory Auditor

The notes to the accounts referred to in the An Hi Report are self explanatory mid therefore do not caller any separate or Further comments or explanations.

Secretarial Auditor

With reference to observations in the Secretarial Audit Report m respect of Non-Appointment of Whole Time Company Secretary, we wish to mention that the Company is in the process of recruiting the Whole Time Company Secretary and on availability of a suitable candidate the requirement will be fulfilled.

3 4FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which Falls under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

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

The information required under Section 134 of the Companies Act. 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in "Annexure - [C) appended hereto and forms part of his Report.

36. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls and checks in commensurate with Its size and activities. The Board lifts adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, Including, the safeguarding of Its assets, tile prevention and detection on of Frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation reliable financial disclosures.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or class of the employees. During the year under review, there was no case filled pursuant To the sexual harassment of Women at workplace (Prevention, Prohibition and redressed. ) Act, 2013,

38. SINIFICANT / Material ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status your Company and its Future operations.

39 ACKNOWLEDGEMENT:

By order of the Board of Directors

For ISHAN DYES& CHEMICALS LIMITED

12^th August, 2016 Piyush N. Patel

Ahmadabad Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 22nd Annual Report together with the Audited Financial Statement for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS:

Amount in Rupees Lacs Current Previous Year Year (2014-15) (2013-14)

Sales(Net) 4993.64 7,471.16

Other Income 55.32 61.64

Total Revenue 5048.97 7,532.80

Profit before Interest and Depreciation & Exceptional / Extraordinary Items 302.56 964.66

Interest(Net) 48.17 52.18

Depreciation 106.69 208.36

Profit before Exceptional / Extraordinary items 149.70 704.12

Exceptional / Extraordinary expenses (1.90) --

Profit before Tax 147.80 704.12

Tax Adjustments (Net) 68.75 (64.28)

Profit after Tax 216.55 639.84

2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:

The Company has achieved total revenue of Rs. 5048.97 Lacs and EBITDA (pre exceptional and extraordinary item) of Rs. 302.56 Lacs as against that of Rs. 7532.80 Lacs and Rs. 964.66 Lacs respectively for the previous year. Year under review has witnessed multiple challenges which has affected the operations of the Company and has resulted in lowering of turnover and profit too. Setting up and alignment of expansion plant, pollution treatment constraints and weak international demand etc. factors has adversely affected the production of the Company for few months which in turn resulted in reduction of turnover besides that fall in finished goods prices due to market sentiments has also further supported reduction in sales realization and thereby turnover. On other hand increased key raw material prices, increase in general overheads on account of inflationary pressure and lower absorption of overheads due to lower plant utilization has impacted adversely to increase overall cost of operations and thereby has resulted lowering of profit during year ended as compared with last year.

For the year ended the Company has recorded net profit of Rs. 2.16 Cr as against Rs. 6.40 Cr for the previous financial year ended.

3. PROSPECTS & DEVELOPMENTS:

Your management is pleased to mention that plant capacity of the Company has been expanded as well as the systematic and focused approach adopted by the management over a period of last couple of years has helped to improve overall efficiencies of the operations to reduce cost and optimize production together with introduction of new ranges of the products. These factors will benefit the Company over coming years and the management is confident of delivering consistently improved results during coming years.

The business segment of the Company is full of challenges with multiple variables affecting the operations and business of the Company. Key such variables are ecology and allied regulatory compliances, commodity and petro-products price volatility, foreign currency fluctuations, inflationary pressure on operational costs, large working capital need, skilled manpower availability etc. The management of the Company is working with a proactive approach to meet challenges and cater opportunities with an aim to enhance stakeholder's value. The coming year looks challenging mainly on demand front, availability of manpower as well as compliance for stringent pollution norms. However, the management has charted out systematic plan to overcome all such challenges. Also the management is of the view that falling commodity and crude oil prices will reduce cost of production, fall in overall prices which in turn will boost the demand for the products of the Company such as to benefit to the Company for delivering better performance. Your Company is working to develop a strong export market and also broaden the customer base.

The completed expansion and up gradation project will benefit the Company by increase in production volume due to debottlenecking its plant together with process improvements which will over a period of time further yield better margins. Barring unforeseen circumstances the management is confident to position the Company as a preferred quality producer and exporter of Phthalocyanine blue pigments.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2014-15, the company has not changed its nature of business.

5. DIVIDEND:

In view of future growth plans, recently completed expansion project and also with a view to conserve the resources, your Directors' regret their inability to recommend any Dividend for the financial year 2014-15.

6. FINANCE

Recently, your Company has successfully raised working capital facilities of Rs. 5 Cr in total and term finance of Rs. 1.50 Cr from The Kalupur Commercial Co. Op. Bank Ltd. There are outstanding private loans and vehicle loans which will be repaid as per schedule in due course.

7. TRANSFER TO RESERVES:

In view of no dividend for the financial year 2014-15, there is no requirement to transfer any amount to reserves.

8. EXPORTS

The Export is the thrust area for the growth of the Company and during the year ended recorded gross export turnover of 23.55 Cr which is almost 60% growth over previous year exports of Rs. 14.73 Cr

9. SHARE CAPITAL:

As on 31st March, 2015, the Share Capital structure of the Company stood as follows:

Particulars No of Shares Amount

Authorized Share Capital

Equity Shares of Rs. 10/- each 1,10,00,000 11,00,00,000

Total 1,10,00,000 11,00,00,000

Issued, Subscribed and Paid up Share Capital

Equity Shares of Rs. 10/- each 75,09,800 7,50,98,000

Total 75,09,800 7,50,98,000

During the year under review, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manners.

10. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Chemicals", in accordance with the definition of "Segment" as per the Accounting Standard 17 issued by the Institute of Chartered Accountants of India. The performance of the Company is discussed separately in this Report.

11. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

During the year under review, your Company doesn't have any Subsidiaries, Joint Ventures and Associates.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as set out in this report forms an integral part of this Report and provides overview of the business and operations of the Company.

13. PUBLIC DEPOSITS:

There were no public deposits accepted during the financial year or any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments, which has affected the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

15. CORPORATE GOVERNANCE:

In compliance with the Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance as set out in this report is forming part of this report.

Revised Clause 49 of the Listing Agreement is not mandatory to the Company hence Auditors Certification has not been obtained. However, as good governance the Company has voluntary disclosed the Compliance to the best extent possible and accordingly the Management Discussion and Analysis and the Corporate Governance Report on compliance are attached and forming integral part of Annual Report.

16. INDUSTRIAL RELATIONS

Employee relations during the year were cordial. We appreciate for committed contribution made by employees of the Company at all the levels to sustain during the challenging business scenario.

17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors at their meeting held on 13th August, 2014 formulated the Nomination and Remuneration Policy of your Company on the basis of recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

18. PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2015.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

No Director was appointments during the financial year ended on 31st March, 2015. However, Shri Ronak Y Desai has been re-categorized as an Independent Director from Non Independent Director. Accordingly, the Board has approved re-categorization of Shri Ronak Y. Desai as an Independent Director at their meeting held on 10th August, 2015 and also proposed appointment of Shri Ronak Y. Desai as an Independent Director in the ensuing Annual General Meeting.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Shri Roopin A. Patel, Shri Mayankkumar H. Patel and Shri Yatin G. Patel were appointed as Independent Directors of your Company at the 21st AGM held on 23rd September, 2014 to hold office up to 5 (five) consecutive years up to the 26th AGM to be held in the year 2019.

Re-appointments:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Shri Marut D. Patel, Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Shri Marut D. Patel and other related information has been detailed in the Corporate Governance Report.

Your Directors recommend his re-appointment as Non-Executive Director of your Company.

None of the independent directors are due for re-appointment.

Resignations along with facts of resignation:

During the financial year 2014-15, no Director has been resigned from the office of Directorship of the Company.

Key Managerial Personnel:

During the year under review, the Company has appointed the following persons as the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Shri Piyushbhai N. Patel Managing Director

Shri Shrinal P. Patel Whole-Time Director

Shri Chintan P. Pancholi Chief Financial Officer

Annual Evaluation of Board's Performance:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

20. COMMITTEES OF THE BOARD

As on 31st March, 2015, the Board has following committees:

a. Audit committee,

b. Nomination and Remuneration committee,

c. Stakeholder's relationship committee

d. Corporate Social Responsibility Committee

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

21. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS:

The details of the number of Board meetings and Audit Committee Meeting of your Company are set out in the Corporate Governance Report which forms part of this Report. The time gap between the two meetings was in accordance with the requirements. All the information required to be furnished to the Board was made available along with detailed Agenda.

22. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit and loss statement of the Company for the financial year ended 31st March, 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [A]" and form an integral part to this Report.

24. RELATED PARTY TRANSACTIONS

During the financial year 2014-15, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Clause 49 of the Listing Agreement were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. During the financial year 2014-15, there were no transactions with related parties which can be qualified as material transactions under the Listing Agreement.

The Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure [B]" to this Report.

25. LOANS AND INVESTMENTS:

Details of Loans, guarantees/securities and investments as covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

26. RISK MANAGEMENT:

At present the company has not identified any element of risk which may threaten the existence of the company.

All the properties and insurable interest of the Company are adequately insured.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

28. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the requirement of the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended time to time. Shri Piyush N. Patel is the Chairman of the Committee and two other members namely Shri Roopin A. Patel and Shri Mayankkumar H. Patel are the members of said Committee. The Committee has framed the Corporate Social Responsibility Policy of the Company. The philosophy for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.

During the year under review the Company has not spent any amount on CSR activities due to lack of satisfactory opportunity for such spending. However, the Committee in consultation with the Management of the Company is working out plan for CSR spending in a phased manner over a period of time.

29. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

At the 21st Annual General Meeting held on 23rd September, 2014, M/s. G. S. Mathur & Co Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of the 26th Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. G. S. Mathur & Co, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Cost Auditor:

The Board of Directors had appointed Mr. Manish B. Analkat, Cost Accountant, as the Cost Auditors of your Company for the financial year 2014-15 to conduct the audit of the cost records of your Company and subsequently at the 21st Annual General Meeting, shareholders has ratified his remuneration in relation with the cost audit for the financial year ended on 31st March, 2015.

Further, in terms of notification of Ministry of Corporate Affairs dated 31st December, 2014, your Company does not falls under the Companies engaged in the production of goods or services specified in Table given in under Rule 3 and Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014. Therefore, requirement of maintaining of Cost records and Cost Audit are not applicable to the Company from Financial Year 2015-16

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Kunal Sharma, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [C]" to this Report.

30. EXPLANATION ON AUDITORS REPORT:

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any separate or further comments or explanations.

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

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in "Annexure - [D]" appended hereto and forms part of this Report.

32. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its business activities. The Company has appointed Internal Auditor with adequate scope of work to carry out internal audit of books of accounts of the Company. The Board has in consultation with the Internal Auditor and Audit Committee has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

33. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

34. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support received from stakeholders, employees at all levels, vendors, customers, bankers, consultants and all associates of the Company.

By order of the Board of Directors For ISHAN DYES & CHEMICALS LIMITED

10th August, 2015 Piyush N. Patel Ahmedabad Chairman & Managing Director

Mar 31, 2014

The Members,

ISHAN DYES AND CHEMICALS LIMITED

The Directors have pleasure in presenting 21st Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

Amount In Rupees Lacs FINANCIAL RESULTS: Current Previous Year Year (2013-14) (2012-13)

Sales(Ket) 7.471.16 7,207.25

Other Income 61.64 35.89

Total Revenue 7,532.80 7,243.14

Profit before Interest and Depreciation & Exceptional /Extraordinary Items 964.66 700.76

Interest(Net) 52.18 126.40

Depreciation 208.36 229.27

Profit before Exceptional / Extraordinary items 704.12 345.09

Exceptional / Extraordinary expenses -- 352.03

Profit / [Loss) before Tax 704.12 (6.94)

Tax Expense (Net) [64.28) 89.81

Profit after Tax 639.82 82.87

DIVIDEND:

Considering the future growth plans, ongoing project and with a view to conserve the resources, your Directors have not recommended any Dividend for the financial year 2013-14.

REVIEW OF OPERATIONS:

The Company has achieved total revenue of Rs. 7532.80 Lacs and EB1TAD (pre exceptional and extraordinary item) of Rs. 964.66 Lacs as against that of Rs, 7243.14 Lacs and Rs. 700.76 Lacs respectively for the previous year. Total income for the year ended has shown an Increase of 4% as compared with last year, however, EBITDA has registered sharp Increase of 38% over previous year. The overall efficient operations, good demand, competitive procurements and cost management adopted by the management of the Company has yielded favorable financial results for the Company and supported to register EBITDA margin of 12.80% for the year ended 314t March 2014 as compared to that of 9.58% for the last financial year. For the year under review, the Profit before exceptional and extraordinary items recorded at Rs. 704,12 Lacs which was double as compared to that of Rs. 345.09 Lacs for the previous year. The year under review recorded Net profit of Rs, 639,34 Lacs as compared to Rs. 82,87 Lacs for the past year.

The financial year under review was full of opportunities and good demand for the products of the Company for the first nine months period The last quarter was dull due to low demand growth, pollution constraints and effect of overall economic slowdown. Despite of various limitations and challenges the management was successful in delivering exceptionally well performance and die same has heen attributed mainly on account of prudent cost management and procurement policy besides demand driven market conditions during the first three quarters.

Your management is pleased to mention that the systematic and focused approach adapted since last couple of years has yielded favorable and consistently improved results during the year ended

FINANCE

Your Company is practically zero banking debt Company. There are outstanding private loans and vehicle loans which will be rapid as per schedule in due course.

PROSPECTS & DEVELOPMENTS:

The business segment of the Company is full of challenges with multiple variables effecting the operations and business of the Company. Key such variables are ecology and allied regulatory compliances, commodity and petro-products price volatility, foreign currency fluctuations, inflationary pressure on operation costs, large working capital need, skilled manpower availability etc, The management of the Company is working with a proactive approach to meet challenges and cater opportunities with an aim to enhance stakeholder''s value. The coming year looks challenging mainly on demand front as well as compliance for stringent pollution norms. The management has designed a plan to overcome challenges.

As a part of growth and strategy for your Company to become integrated phthalocyanine blue manufacturer, the management has undertaken expansion and up gradation plan which will increase production volumes, brings efficiencies in plant operations and provide benefits for economies of large scale. The expansion and up gradation plan are under full progress and likely to be completed by third quarter of current financial year. The management expects benefits from the said projects from last quarter of the current financial year.

The expansion and up gradation plan will benefit the Company by increase in production volume due to debottlenecking its plant and process improvements which will further yield better margins. The said efforts will make your Company one of the front runner and dedicated integrated phthalocyanine blue manufacturer.

EXPORTS

The Export is the thrust area for the growth of the Company and during the year ended recorded gross export turnover of Rs. 14,73 Crores.

CORPORATE GOVERNANCE:

The information pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is forming part of this report

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 [2AAJ of the Companies Act, 1956 the Directors hereby confirm that:

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state or affairs of the Company at the end of the financial year and of the profit of the Company for that period:

hi) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

Iv) the Directors have prepared the Annual Accounts on a "Going Concern" basis.

DIRECTORATE:

Pursuant to provisions of Section 149 and all other applicable provisions of the Companies Act, 2013 and also with the listing agreement, your directors are seeking appointment of Shri Mayankkumar H. Patel Shri Roopin A. Patel and Shri Yatinbhai G. Patel as an Independent Directors of the Company, Smt Anilahen P. Patel will retire by rotation in the ensuring annual general meeting and being eligible offered herself for reappointment.

Necessary details for said appointments have been provided in the notice of the 21st Annual General Meeting.

INDUSTRIAL RELATIONS

Employee relations during the year were cordial. We appreciate for committed contribution made by employees of the Company at all the levels to sustain during the challenging business scenario.

PARTICULARS OF THE EMPLOYEES:

There is no Employee drawing Remuneration in excess of the limits prescribed by the Companies [Particulars of Employees] Rules, 1975.

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

The information required under Section 217(1] (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors] Rules, 1988 with respect to these matters are given in Annexure-1 appended hereto and forms part of this Report

DEPOSITS:

There are no deposits which is outstanding neither the Company has accepted any deposits.

INSURANCE:

All die properties and insurable Interest of the Company are adequately insured.

EXPLANATION ON AUDITORS REPORT:

The notes to the accounts referred to in the Auditors Report are seJf explanatory and therefore do not call for any separate or further comments or explanations.

AUEI1QBS:

The Company''s auditors M/s. C, S. Mathur & Co., Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment

DELISTING OF EQUITY SHARES FROM ASE & VSE:

Your Company''s shares are currently listed on the Bombay Stock Exchange (BSE), On account of no volumes and since shares are listed with BSE the management of the Company has opted for voluntary delisting of its equity shares from the Ahmedabad Stock Exchange Ltd. ("ASE"] and also from the Vadodara Stock Exchange Ltd, ("VSE") during the financial year ended on 31*'' March 2014.

ACKNOWLEDGEMENT:

The Director place on record their appreciation for the assistance and co-operation received from the Company''s valued customers, members, investors, employees, bankers, government departments, Company''s suppliers and all form of business associates for their continued support and trust in the management of the company.

By order of the Board For ISHAN DYES & CHEMICALS LIMITED

13th August 2014 Ahmedabad Piyush N. Patel Managing Director

Mar 31, 2013

To, The Members of Ishan Dyes & Chemicals Ltd.

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

Amounts in Rupees Lacs

Current Previous Year Year Rs. Rs.

Sales (Net) 7207.25 6739.61

Other Income 35.89 41.77

Total Revenue 7243.14 6781.38

Profit before Interest and Depreciation & 700.76 941.17 Exceptional / Extraordinary items

Interest (Net) 126.40 134.45

Depreciation 229.27 207.54

Profit before Exceptional / Extraordinary items 345.09 599.18

Exceptional & Extraordinary expenses 352.03 17.55

Profit /(Loss) before Tax (6.94) 581.63

Tax expenses (net) (-) 89.81 109.48

Profit after Tax 82.87 472.15

DIVIDEND:

Considering the future growth plan and with a view to conserve the resources, your Directors regret their inability to recommend any Dividend for the financial year 2012-13.

REVIEW OF OPERATIONS:

The Company has achieved turnover of Rs. 72.07 Cr and EBITAD (pre exceptional and extraordinary item) of Rs. 7 Cr as against Rs. 67.39 Cr and Rs. 9.40 Cr respectively for the previous year. The margins has remained under pressure on account of increased cost of production however due to turnover growth the impact has been minimized.

The business operation has earned Profit before tax and extraordinary items of Rs. 3.45 Cr. for the year ended which was Rs. 5.99 Cr for the immediate past year. During the year the Company has incurred expenditure of Rs. 3.45 Cr on account of one time settlement payment of interest on repayment of its old banking debt with The Charotar Nagrik Sahakari Bank Ltd. and the same has been treated as an exceptional item due to one time cost. On account of said exceptional item the Profit after tax for the year amounted to Rs. 0.83 Cr as against Rs. 4.72 Cr for the previous year.

The year was full of challenges, opportunities together with volatility. Despite of various limitations and challenges particularly on account of increased cost of production and raw material cost has impacted pressure on the margins. The management has successfully maintained the business volumes and improved the turnover for protecting profit margin.

The cost of operations has gone up mainly due to inflationary pressure across all expense heads and particularly increased raw material cost; however, the demand driven market conditions together with changed marketing & business strategy of the Company has supported well to imbibe part of the cost increase by way of better remunerative sales prices during the year under review and protected the margins. The systematic and focused approach of the management of the Company since last couple of years has yielded favorable and consistently improved results and thereby almost wiped off all accumulated losses. The performances are expected to improve further in coming years bearing unforeseen circumstances.

FINANCE:

During the year under review, the Company has entirely paid off its past banking debt of The Charotar Nagrik Sahakari Bank Ltd. under the one time settlement scheme as duly approved by the concerned regulatory authorities. The same has resulted into extraordinary item on account of one time interest burden of Rs. 3.45 Cr.

The committed efforts of the management have resulted into zero banking debt with the Company and overall debt and interest burden on the Company.

PROSPECTS:

In a time to come, ecology and allied regulatory compliances, commodity and petro-products price volatility, foreign currency fluctuations, inflationary operation costs, large working capital need, skilled manpower availability etc. are major concern for the industry in general. The global and domestic demand is likely to be increased and major business is expected to flow into India from western countries due to quality and cost competitiveness advantages. Your Company being integrated manufacturer from CPC Blue Crude to finished Blue Pigment products is likely to derive benefits in the present scenario in terms of volume growth as well as new potentials. The industry is facing major challenges in the field of ecology compliances due to stricter norms and various restrictions resulting into production constraint and lower plant utilizations which would results into improved prices due to shrinking production capacities together with increasing demand.

The management is working on increase in production volume by debottlenecking its plant and process improvements. Also the management has undertaken overall resource & capacity optimization program together with cost savings and control at all levels which would further strengthen up business operations and performance.

EXPORTS:

The Export is the thrust area for the growth of the Company and during the year ended recorded gross export turnover of Rs. 5.49 Cr.

CORPORATE GOVERNANCE:

The Report on Corporate Governance and Management Discussion and Analysis are annexed to this report as Annexure - I and II respectively.

RESPONSIBILITY STATEMENT:

As per the requirements of Section 217(2AA) of the Companies Act, 1956, The Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures had been made from the same;

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 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 the Companies Act, 1956, 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.

DIRECTORATE:

Shri Ronak Desai and Shri Roopin Patel Directors retire by rotation and being eligible offer themselves for reappointment.

INDUSTRIAL RELATIONS:

Employee relations during the year were cordial. We appreciate for committed contribution made by employees of the Company at all the levels to sustain during the challenging business scenario.

PARTICULARS OF THE EMPOLYEES:

No employee of the Company was in receipt of remuneration in excess of the limits as per Section 217(2A) of the Companies Act, 1956 read together with the Companies (particulars of employees) Rules, 1975, as amended.

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

The particulars required being included in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report to the Board of Directors) Rules, 1988 is given in Annexure 1 forming part ofthis report.

INSURANCE:

All the properties and insurable interest of the Company including Buildings, Plant and Machinery are adequately insured.

AUDITORS:

The Company''s auditors M/s. G. S. Mathur & Co., Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

ACKNOWLEDGMENT:

The Director place on record their appreciation for the assistance and co-operation received from the Company''s valued customers, members, investors, employees, bankers, government departments, Company''s suppliers and all form of business associates for their continued support and confidence in the company.

BY ORDER OF THE BOARD

For ISHAN DYES AND CHEMICALS LTD.

Place: Ahmedabad Piyush N. Patel

Date: 13th August 2013 Managing Director

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012

(1) FINANCIAL AND WORKING RESULTS:

(Rs. In lacs)

PARTICULARS 2011-2012 2010-2011

Profit/(Loss) Before Depreciation : 806.33 736.26

Less : Depreciation 207.54 188.63

Less : Exceptional & Extra Ordinary Itmes 17.15 45.37

Profit/(Loss) Before Tax : 581.63 502.24

Less : Provision for Tax 109.48 0

Prior Period Adjustment 0 0

Profit/(Loss) After Tax 472.15 502.24

(2) PERFORMANCE

During the year under review, Turnover the Company is increased by 10 % from 61.62 Cr. to Rs.67.81 Cr. Further Profit Before Tax is increased by 16% from Rs.5.02 Cr to Rs.5.81 Cr. The Company has seen volatility in Raw Material Prices and also witnessed cost pressure. Due to rigorous efforts of the Company it was able to pass on the Cost Pressure to its customers.

Your Company had obtained term loan from C.N.S. Bank Ltd. Government of Gujarat has announced a scheme for One Time Settlement for all borrowers of Co-operatives banks under liquidation. Your Company is eligible to settle the outstanding amount of term loan due to C.N.S. Bank Ltd. Your Company has applied for one time settlement under the scheme and the same is under process with the Bank.

(3) DIVIDEND

In view of the fund requirement of the Company for working capital, your Directors do not recommend any dividend for the year under review.

(4) DEPOSITS

The Company has not accepted any public deposits except loans from friends, Directors and their relatives.

(5) DIRECTORS

Shri Mayank H. Patel and Smt. Anilaben P. Patel, retire at the ensuing annual General meeting and being eligible, offer themselves for reappointment. Shri Yatinbhai G. Patel was appointed as an Additional Directors of the company by the Board on 07/09/2011. The Company has received a notice under section 257 of the Companies Act, 1956 for his appointment. Your Director recommend to appoint them as directors.

(6) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS STATEMENT:

A Report on Corporate Governance is attached to this Report as also a Management Discussion Analysis Statement

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(8) DIRECTORS RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) Your Directors have prepared the annual accounts on a going concern basis.

(9) AUDITORS:

A. R. Pandhi & Associates, Chartered Accountants, Ahmedabad were appointed as auditor at the last annual general meeting of the Company. During the Year, the said firm was dissolved and the Board of Directors have at their meeting held on 22/06/2012 appointed G S Mathur & Co., Chartered Accountants as auditors to hold office upto the conclusion of the ensuing Annual General Meeting. Your directors recommend you to appoint G S Mathur & Co. , Chartered Accountant as the auditors of the Company until the conclusion of the next annual general meeting.

(10) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(11) CODE OF CONDUCT:

As required by clause 49 of the listing agreement, the Board of Directors have evolved a Code of Conduct for each member of the Board and members of the Senior Management Team. The Code is available on the website of the Company

(12) ACKNOWLEDGEMENTS:

Your Directors thank the Company''s customers, vendors, investors, business associates and bankers for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions made by all the employees of the Company to the operations of the Company during the year.

Place: Borsad On Behalf of the Board of Directors

Date: 30.07.2012 For ISHAN DYES AND CHEMICALS LTD.

Piyush N. Patel Shrinal P. Patel

Managing Director Wholetime Director

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 18th Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March 2011

1) FINANCIAL AND WORKING RESULTS:

(Rs. In lacs)

PARTICULARS 2010-2011 2009-2010

Profit/(Loss) Before Depreciation: 735.11 472.47

Less: Depreciation 187.64 174.11

Profit/(Loss) Before Tax : 547.48 298.36

Less: Provision for Tax : 0.00 0.00

Prior Period Adjustment 45.23 62.24

Profit/(Loss) After Tax 502.25 236.12

PERFORMANCE

During the year under review, total income of the Company increased from Rs.40.83 crores to Rs.61.24 crores and profit increased from Rs. 2.36 crores to Rs.5.02 crores The Company expects even better growth in terms of turn over and profits during the next year.

Your Company had obtained term loan from C.N.S. Bank Ltd. Government of Gujarat has announced a scheme for One Time Settlement for all borrowers of Co-operatives banks under liquidation. Your Company is eligible to settle the outstanding amount of term loan due to C.N.S. Bank Ltd. Your Company has applied for one time settlement under the scheme and the same is under process with the Bank.

(3) DIVIDEND

In view of the fund requirement of the Company for working capital, your Directors do not recommend any dividend for the year under review.

(4) DEPOSITS

The Company has not accepted any public deposits except loans from friends, Directors and their relatives.

(5) DIRECTORS

Shri Mahendra A. Shah, resigned as Director of the Company on 20.01.2011. Shri Marut D. Patel and Shri Ronak Y Desai, Directors of the company, retire by rotation and being eligible; offer themselves for re-appointment at the ensuing Annual General Meeting.

(6) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS STATEMENT:

A Report on Corporate Governance is attached to this Report as also a Management Discussion Analysis Statement

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(8) DIRECTORS RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) Your Directors have prepared the annual accounts on a going concern basis.

(9) AUDITORS:

K. G. Patel & Co. Chartered Accountants, Borsad was appointed as auditor at the last annual general meeting of the Company. As discussed with the Managing Director of the Company, they are not willing to act as auditors of the Company from ensuing annual General Meeting. The Company has received a letter from A. R. Pandhi & Associates, Chartered Accountants, giving their consent to act as auditors of the company, if appointed. Your directors recommend you to appoint A. R. Pandhi & Associates, Chartered Accountant as the auditors of the Company until the conclusion of the next annual general meeting.

(10) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(11) ACKNOWLEDGEMENTS:

Your Directors thank the Company's customers, vendors, investors, business associates and bankers for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions made by all the employees of the Company to the operations of the Company during the year.

Place: Borsad On Behalf of the Board of Directors

Date : For ISHAN DYES AND CHEMICALS LTD.

Piyush N. Patel Shrinal P. Patel

Managing Director Wholetime Director

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