To,

The Members of

Ishan Dyes and Chemicals Limited

Your directors have pleasure in presenting the 30thAnnual Report together with the Audited Standalone Financial Statements for the financial year ended 31stMarch2023.

1. FINANCIAL RESULTS

The Company's financial performance for the financial year ended March 31,2023, along-with that of the previous financial year ended March 31, 2022, is summarized below:

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 2022-23, the Company has not changed its nature of business.

In view of current year losses, no Final Dividend has been declared by the Company for the financial year ended 31stMarch, 2023.

Further the details of Unclaimed and Unpaid Dividend Amount of the Company have been disclosed in the Notes to the Notice of 30th Annual General Meeting of the Company.

During the Year under review, the Company was successful in enhancing its finance facilities from the Kalupur Commercial Co. Op. Bank Limited to meet its working capital requirements. All the instalments of banking facilities, private loans and vehicle loans which were due during the financial year were repaid as per its schedule.

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

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

As on 31stMarch,2023, the Share Capital structure of the Company stood as follows:

During the Financial Year 2021-22 the Board of Directors at their meeting held on 01stJuly, 2021 has approved to raise funds by issue and allotment of 50,00,000 (Fifty Lakh) Convertible Equity Warrants ("Warrants") at a price of INR 61/- (Rupees Sixty One only) per Warrant aggregating to INR 30.50 Crores (Rupees Thirty Crores Fifty Lakhs only) on a preferential and private placement basis to the Promoters and other Non-Promoters/ Public Investors.

Further, at the 01/2021-22 Extra Ordinary General Meeting held on 30th July, 2021, the Shareholders of the Company has approved to raise funds by issue of 50,00,000 (Fifty Lakh) Convertible Equity Warrants ("Warrants") at a price of INR 61/- (Rupees Sixty One only) per Warrant aggregating to INR 30.50 Crores (Rupees Thirty Crores Fifty Lakhs only) on a preferential and private placement basis to the Promoters and other Non- Promoters/Public Investors carrying an option to the holder to subscribe to the equity shares of face value of Rs. 10/- each at a premium of Rs. 51/ each. The Company upon receiving 25% of the consideration amount of the convertible warrants had allotted 50,00,000 (Fifty Lakh) convertible warrants of Rs. 61/- to the Promoters and other Non-Promoters/Public Investors by passing the resolution in the Board of Directors' meeting dated September 20, 2021 carrying an option to the holder to subscribe to the equity shares of face value of Rs. 10/- each at a premium of Rs. 51/ each subject to the condition of making the payment of 75% of the consideration amount within 18 months of allotment of convertible warrants.

During the Financial Year 2021-22, the Company has received the balance75% payment of 10,00,000 convertible warrants from the one of the Warrant holder (Non-Promoter)and hence by passing the board resolution on 22nd February, 2022 the Board of Directors have allotted 10,00,000 equity shares of face value of Rs. 10/- each to the allotted. The total paid up capital consequent upon allotment of equity shares stands at Rs. 16,96,81,470.

Further during the year under review, the Company has received the balance 75% payment of 15,00,000 convertible warrants from two Warrant holders (Non-Promoter)and hence by passing the board resolution on 22nd April, 2022 the Board of Directors had further allotted 15,00,000 equity shares of face value of Rs. 10/- each to the allot tees. The total paid up capital consequent upon allotment of equity shares stands at Rs. 18,46,81,470. Also, during the year under review, the Company has received the balance 75% payment of 25,00,000 convertible warrants from balance three Warrant holders (Promoters) and hence by passing the board resolution on 13thMarch, 2023 the Board of Directors had further allotted 25,00,000 equity shares of face value of Rs. 10/- each to the allottees. The total paid up capital consequent upon allotment of equity shares as on date signing of this annual report stands at Rs. 20,96,81,470.

All the Equity Shares allotted pursuant to the conversion of Warrants have been listed and traded on BSE Limited, i.e. the Stock exchange where the existing Equity Shares are listed. For details on Warrants holders, please refer Notes and Schedules of Financial Statements for the Financial Year ended 31stMarch, 2023 forms part of this report.

As on 31stMarch, 2023, the details of utilization of funds raised by way of Preferential Issue of Warrants are as follows:

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

As the members are aware, the Company's Equity shares are compulsorily tradable in electronic form. As on 31stMarch 2023, total listed capital of the Company was 1,84,68,147 equity shares comprising 88.08% of Issued Capital. It is to be noted that the Company had issued and allotted 25,00,000 Equity Shares on 13thMarch, 2023 by way of Conversion of Convertible Equity Shares and the application for its Listing on BSE Limited has been made on 24th March, 2023which was under process with Listing Department of BSE Limited as on 31st March, 2023.Therefore, out of 88.08% listed capital 80.97% of the Company's total listed capital representing 1,69,78,462 Equity shares were in dematerialised form.

The SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialised form only with effect from 1stApril 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 dematerialised.

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.

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

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.

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.

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.

A report on Corporate Governance along with a Certificate from the Statutory Auditors 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.

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.

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.

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.

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 31st March 2023.

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

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.Mirali Hemantbhai Patel (DIN: 08021784), 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.Mirali Hemantbhai Patel (DIN: 08021784), 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 an Executive Director of your Company.

During the year 2022-23, none of the Director's term was due for re-appointment.

During the financial year 2022-23, no Director has resigned from the Directorship of the Company.

During the financial year 2022-23, Ms. Shilpa Sharma, Company Secretary and Compliance Officer of the Company has resigned from her post with effect from 03rd November 2022 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 Officer of the Company, the Board of Directors, in their meeting, has approved appointment of Ms. Anisha Jain as a Company Secretary and Compliance Officer of the Company with effect from 02nd January 2023.

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.

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.

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").

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.

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.

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.

As on 31stMarch2023, the Board has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stake holder's 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 at the meetings etc. of Statutory Committees are given in detailing the Corporate Governance Report.

As on 31stMarch2023, the Audit Committee comprised of Four Independent Directors, namely Shri Roopin A. Patel, Shri Mayank H. Patel, Shri 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 Director of the Company, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings.

The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

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 2022-23. 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.

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 31stMarch 2023, 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, 2023 and of the profit and loss statement of the Company for the financial year ended 31st March, 2023;

(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.

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.

During the financial year 2022-23, 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 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 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.

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186of 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.

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.

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's also available on the website of the Company www.ishandyes.com.

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 Roopin A. Patel is the Chairman of the Committee and two other members namely Shri Piyush N. Patel and Smt. Anilaben P. Patel are the members of said Committee. The Committee has framed the Corporate Social Responsibility Policy forth Company. The philosophy for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social up liftmen, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.

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

The Company has spent lNR 27,47,944/- towards CSR activities by contributing to educational sector of the state through implementing agency.

At the 29th Annual General Meeting held on 26thSeptember 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 34th 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 7thMay 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 30th AGM of the Company.

The Auditors' Report for Financial Year ended 31stMarch 2023 forms part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remarks.

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

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 - [C]" 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 31stMarch2024. 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 there under.

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.

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.

The Company has undertaken an audit for the financial year 2022-2023 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. 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.

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

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 31stMarch2023 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as "Annexure - [D]" to this Report.

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.

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.

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.

* During the financial year 2022-23,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.

* During the financial year 2022-23, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

* During the financial year 2022-23, 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 2022-23.

* During the financial year 2022-23, your Company had raised funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviation(s) or variation(s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

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.

(i) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any in the financial year;

Notes:

* No remuneration, including sitting fees was paid to the Non-Executive Directors and Independent Directors during the financial year 202122 and 2022-23, therefore, % increase in remuneration is not applicable and Ratio of the remuneration of each director to the median remuneration of the employees.

The increase in remuneration is determined based on the performance of the employees of the Company.

*The market capitalization is based on 18468147 shares, which were listed on BSE Limited as on 31stMarch, 2023.

The increase in remuneration is determined based on the performance of the employees of the Company.

Commission based on Net Profits has been paid to the Managing Director and Whole-Time Director.

The parameters of this point are not applicable to the Company.

The remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees as recommended by the Nominations Committee and approved by the Board from time to time.

Ishan Dyes and Chemicals Limited focus areas for our CSR efforts include education, environment, skill development and preventive healthcare. This is in alignment with Management's purpose of challenging conventional thinking and innovatively using all resources to drive positive change in the lives of our stakeholders and communities, thus, enabling them to Rise. Inclusive development at all our project locations ensures that we grow with the communities surrounding us, thereby enabling truly sustainable living.

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

All the details related to of CSR Committee, CSR Policy and CSR projects are available on the website of the Company www.ishandyes.com under Investors Relations tab.

(a) the financial year (asset-wise details). Not Applicable

(b) Date of creation or acquisition of the capital asset(s).

(c) Amount of CSR spent for creation or acquisition of capital asset.

(d) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.

(e) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

SD/-

Roopin A. Patel Independent Director and Chairman of the Committee. DIN -03302732

SD/-

Piyushbhai N. Patel Managing Director and Member of Committee. DIN - 00450807

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ishan Dyes and Chemicals Limited (Hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as given in Annexure to this report for the financial year ended on March 31, 2023 according to the provisions of:

i. The Companies Act, 2013 (the Act)and the rules made thereunder; (to the extent applicable);

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (to the extent applicable)

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (to the extent applicable)

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment; Overseas Direct Investment and External Commercial Borrowings - applicable only to the extent of Foreign Direct Investments.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Upto the extent applicable.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Upto the extent applicable.

(c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; Upto the extent applicable.

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 Upto the extent applicable.

(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not Applicable as there was no reportable event during the financial year under review.

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 and the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; Not Applicable as there was no reportable event during the financial year under review.

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the financial year under review;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable as the Company has not delisted/proposed to delist its equity shares from any Stock Exchange during the financial year under review, and

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable as there was no reportable event during the financial year under review.

We have relied on the representations made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company which are stated above specifically.

We have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

(b) The compliances filed by the Company with BSE Limited pursuant to Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Based on the above said information provided by the Company, we report that during the financial year under report, the Company has general complied with the provisions, as applicable of the above-mentioned Acts including the applicable provisions of the Companies Act, 2013 and Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that compliance of applicable Labour laws and financial laws including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.

i. Maintenance of secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

ii. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

iii. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company, related party transactions figures and AS-18 disclosures of the Company provided to us or verified compliances of laws other than those mentioned above;

iv. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

v. We have obtained Management's representation about the compliance of laws, rules and regulations and happening of events, wherever required;

vi. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

We further report that:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors including Independent Directors and Woman Director. The changes in the composition of the Board of Directors/Key Managerial Personnel's that took place during the period under review were carried out in compliance with the provisions of the Act.

(ii) As per the information provided, adequate notices are given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Based on the representation made by the Company and its officer, Majority decision is carried through and that there were no dissenting member's views on any of the matter during the year that were required to be captured and recorded as part of the minutes.

(iii) Based on general review of compliance mechanisms established by the Company and on basis of management representations, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. As informed, the company has responded appropriately to notices received if any from various statutory/regulatory authorities including initiating actions for corrective measures, wherever found necessary.

(iv) I was informed and I observed from the minutes of the Board and Committee Meetings that all decisions of Board and Committee meetings were carried unanimously.

i. Memorandum & Articles of Association of the Company;

ii. Annual Report for the Financial Year ended March 31,2022.

iii. Minutes of the meetings of the Board of Directors, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee held during the financial year under review, along with the Attendance Registers;

iv. Proof of circulation & Delivery of notice for Board meetings and Committee Meetings.

v. Proof of circulation of draft as well as certified signed Board & Committee meetings minutes as per Secretarial Standards

vi. Minutes of General Body Meeting held during the financial year under review;

vii. Statutory Registers viz.

* Register of Directors and KMP & Directors Shareholding.

* Register of loans, guarantees and security and acquisition made by the Company.

* Register of Charges.

* Register of Related Party Transaction - Transactions are in the Ordinary Course of Business at Arm's Length Basis.

* Register of Members;

viii. Agenda papers submitted to all the Directors/ Members for the Board and Committee Meetings;

ix. Declarations received from the Directors of the Company pursuant to the provisions of Section 184(1), Section 164(2), Section 149(3) and Section 149(7) of the Companies Act, 2013;

x. E-Forms filed by the Company, from time-to-time, under applicable provisions of the Companies Act, 1956, if any and Companies Act, 2013, as amended from time to time along with the attachments thereof, during the financial year under review.

xi. Policies formed by the Company.

Several measures are undertaken to conserve and optimize the use of energy which will be continued.

(i) The Company has carried out process improvement, energy conservation, yield improvements, reduction in the effluents, and product quality up-gradation efforts as a part of technology absorption, adaptation and innovation. It has also carried out in-house R&D activities in the said areas.

(ii) Above efforts have resulted in reduction in production cost due to process improvement and overall increase in operational efficiencies to optimize plant capacities and reduce cost.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(iv) The expenditure incurred on Research and Development - No Specific expenditure has been incurred on R & D.

The total exports during the period were Rs. 3275.32 Lakhs (previous Year Rs. 4205.30 Lakhs). The Company is focusing and putting all its efforts to tap new export markets and widen its clientele base. Also Company supplies under deemed exports.