Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of Shish Industries Limited ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2023.

Shish was established in the year 2012, to provide the industry with innovative State of the art manufacturing solutions in protective packaging Domain. The Company's expertise has led us to produce designs right from the concept stage to development there by helping to achieve leadership as wholly integrated unit.

The Company is known for its groundbreaking innovations and quality products in Industrial Packaging, Thermal Insulation, PP/PE Woven Fabric & Consumer products.

The Company strive towards all-round growth, so it not only grows bigger but also stronger together. The Company see further growth opportunities ahead by innovating with customers in new markets; seeing Globe as its Market and never hesitate to accept a business opportunity overseas. The Company's approach is to diversify and to reach out for new developments and in-depth research to provide solutions has granted an edge to reach new markets.

Design development and sampling form a core part of operations and a key differentiator in the business. We have an established product design and development team is comprised of industry experts with numerous years of experience.

Shish Industries Ltd. has always stayed ahead of its time and has introduced advanced plastic manufacturing technology in India. Through strategic investment in R&D, Shish Industries has successfully managed to innovate and develop unique products.

• First company to develop & patent 5-ply Polypropylene Corrugated Sheet

• Developer of Indigenous Reflective Insulation Product- Carmika™

• Pioneered the concept of Insulated water tank covers in India.

More and more companies across business industries are committing to reducing their impact on the environment, by creating environmentally conscious workplaces. This means having policies and programs in place that encourage green behaviours.

We at Shish have taken a pledge to go green and have taken following measures to implement the same.

• Implemented a recycling program

• Invest in office plants

• Conserve energy within the office

• Conserve human energy

• Promote a paperless office

• Encourage sustainable transportation

• Support green vendors

• Get outside and volunteer

• Reduce by reusing

• Make green thinking a key part of your company culture

During the year under review, the revenue from operation of the Company was stood at INR 7,022.97 Lakh as against that of INR 5,002.14 Lakh for previous year. Revenue from operation of the Company was increased by 40.40% over previous year.

Profit before Tax for the financial year 2022-23 stood at INR 768.52 Lakh as against that of INR 325.48 Lakh making the net profit of INR 573.19 Lakhs for the financial year 2022-23 as against the net profit of INR 247.37 Lakhs for the financial year 2021-22. The increase in profit after tax was achieved due to effective purchase policy of the Company and thereby reducing the cost of raw materials.

During the year under review, export sales of the Company was increased by 4.84% than that of previous year, due to which the revenue of the Company was increased. On the other side, the Company also performed well in Domestic Market. The domestic sales of the Company were increased by 139.85% than that of previous year.

The consolidated revenue from operation of the Company for financial year 2022-23 stood at INR 6,853.79 Lakh as against that of INR 5,002.14 Lakh for previous year. The consolidated net profit after tax for the financial year 2022-23 was stood at INR 677.87 Lakh as compared to INR 264.95 Lakh for the previous financial year 2021-22.

The Company has reported record growth of 155.67% in consolidated net profit after tax and 37.02% in revenue for the full financial year 2022-23 as compared to the previous financial year 2021-22. The increase in profit after tax was achieved due to effective purchase policy of the Company and thereby reducing the cost of raw materials.

With a view to conserve and save the resources for future prospect of the Company, your Directors regret to declare dividend for the financial year 2022-23 (Previous Year Nil).

Your Directors do not propose to transfer any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:

During the year under review, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting held on February 28, 2023, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), the authorized share capital of the Company has been increased from INR 1,200.00 Lakh divided into 12000000 Equity Shares of INR 10.00/- each to INR 1,500.00 Lakh divided into 15000000 Equity Shares of INR 10.00/-.

The Authorized share Capital of the Company, as at closure of financial year 2022-23, was INR 1,500.00 Lakh divided into 15000000 Equity Shares of INR 10.00/- each.

During the year under review, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting held on February 28, 2023, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), the Company has allotted total 523943 Equity Shares of INR 10.00 each to persons other than promoters and promoter group, on Preferential Basis, at an Issue Price of INR 203.00 per Equity Share.

Issued, Subscribed & Paid-up share Capital of the Company, after Preferential Issue, as at closure of financial year 2022-23, was INR 1,106.39 Lakhs divided into 11063943 Equity Shares of INR 10 each.

The entire Paid-up Equity shares of the Company are listed at BSE Limited.

However, from the date of end of financial year under review till the date of this report, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting held on April 25, 2023, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), the Company has further allotted total 333190 Equity Shares of INR 10.00 each to persons other than promoters and promoter group, on Preferential Basis, at an Issue Price of INR 216.10 per Equity Share.

Issued, Subscribed & Paid-up share Capital of the Company, as on the date of this report, stood at INR 1,139.71 Lakhs divided into 11397133 Equity Shares of INR 10 each.

The Company has a balanced board with optimum combination of Executive and Non-Executive Directors, including Independent Directors, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. As on March 31, 2023, board comprises of 6 (Six) Directors out of which 2 (Two) Directors are Promoter Executive Directors, 1 (One) Director is Promoter NonExecutive Non-Independent Director and remaining 3 (Three) are Non-Promoter Non-Executive Independent Directors.

The Board of Directors of the Company has, in their Board Meeting held on March 31, 2023, changed and approved the designation of Mrs. Nitaben Maniya from Promoter Non-Executive Director to Promoter Executive Director w.e.f. April 1, 2023 and the same has also been approved by the Members of the Company at their Extra Ordinary General Meeting held on April 25, 2023, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM").

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 10 (Ten) times, viz April 30, 2022; May 31, 2022; July 23, 2022; October 19, 2022; November 29, 2022; December 19, 2022; January 17, 2023; February 3, 2023; March 18, 2023 and March 31, 2023.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 31, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://shishindustries.com/wp-content/ uploads/2022/12/Letter-of-Appointment-of-IDs.pdf.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2023-24. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

During the year under review, there were no changes in the Directorship of the Company. However, the designation of Mrs. Nitaben Satishkumar Maniya (DIN: 07740523) had been changed from Promoter Non-executive Director to Promoter Executive Director of the Company with effect from April 01, 2023 vide Special resolution passed by the members of the Company at their Extra Ordinary general Meeting held on April 25, 2023 through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM").

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Rameshbhai Kakadiya (DIN 07740518), Executive Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Director is annexed to the Notice convening the sixth annual general meeting.

In accordance with Section 203 of the Companies Act, 2013, during the year under review, the Company had already appointed Mr. Satishkumar Maniya as Chairman and Managing Director of the Company, Mr. Rameshbhai Kakadiya as Whole-Time Director of the Company, Mr. Devendra Dineshchandra Tailor as Chief Financial Officer (till April 30, 2022) of the Company, Mr. Nishit Rameshbhai Lakhani as Chief Financial Officer (w.e.f. May 1, 2022) of the Company, Mrs. Payal Shah as Company Secretary and Compliance Officer of the Company (till May 31, 2022) and Mrs. Vibha Khandelwal as Company Secretary and Compliance Officer of the Company (w.e.f. June 1, 2022).

As on date of this report, the Company has Mr. Satishkumar Maniya as Chairman and Managing Director, Mr. Rameshbhai Kakadiya as Whole time Director, Mr. Nishit Rameshbhai Lakhani as Chief Financial Officer and Mrs. Vibha Khandelwal as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

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

> The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

> The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

> In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have 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 or loss of the Company for that year;

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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee 3. Nomination and Remuneration Committee

2. Stakeholders Relationship Committee 4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2023, the Audit Committee comprised Mr. Rajesh Mepani (Non-Executive Independent Director) as Chairperson and Mr. Rasik Bharodia (Non-Executive Independent Director), Mr. Nareshkumar Lakhani (Non-Executive Independent Director) and Mr. Satishkumar Maniya (Executive Director) as Members.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

As per the audited standalone financial statement for financial year 2022-23, the Company has crossed net profit threshold provided in Section 135 of the Companies Act, 2013 and CSR provisions are applicable to the Company from financial year 2023-24 onwards.

Accordingly, in compliance with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company has constituted a CSR Committee. The Committee is governed by its Charter. The terms of reference of the Committee inter alia comprises of the following:

• To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;

• To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;

• To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary.

The Composition of the Corporate Social Responsibility Committee as on date of this report are as under:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://shishindustries.com/wp-content/uploads/ 2022/12/Whistle-Blower-Policy.pdf.

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://shishindustries.com/wp-content/uploads/2022/12/Nomination-and-Remuneration-Policy.pdf.

The details of remuneration/ sitting fees paid during the financial year 2022-23 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

The Company confirms that all the payment of remuneration or commission, if any, paid to Executive Directors, have been paid by the Holding Company only and none of the Subsidiary has paid any remuneration or commission to the Executive Director of the Company.

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

During the year under review, the Company has (1) invested total INR 1.00 Lakh and INR 15.78 Lakhs as Equity Contribution in its wholly owned subsidiaries - Shish Global Solutions Private Limited and Greenenergy International Inc. respectively. Moreover, total INR 20.00 Lakhs were invested in Growder Technovations Private Limited (Company under common control); (2) granted total INR 0.29 Lakh as Unsecured Loan to its wholly owned subsidiary - Shish Global Solutions Private Limited and INR 9.56 Lakh as Unsecured Loan to Interstar Polyfab Private Limited (Unrelated Company) and (3) given Corporate Guarantee to Standard Chartered Bank on behalf of its wholly owned subsidiary - Shish Polylam Private Limited and to Standard Chartered Bank on behalf of Interstar Polyfab Private Limited (Unrelated Company).

The link to access the Annual Return is https: / / shishindustries.com/ wp-content/uploads/2023/ 06/ Annual-return.pdf.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://shishindustries.com/wp-content/uploads/2022/12/Policy-on-Related-Party-Transactions.pdf.

All Related Party Transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/ or at arm's length basis.

During the year under review, the Company has raised total INR 1,063.60 Lakh by way of Preferential Issue of Equity Shares of the Company to Persons other than Promoters and Promoter Group. The proceeds of said issue have not been utilized by the Company till the date of this report and full amount were lying in Separate Bank Account itself;

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all the workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2022-23, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2023.

No major steps have been taken by the Company. However, the Company continues its endeavor to improve energy conservation and utilization. Moreover, the Company is planning to install solar panels at its manufacturing unit as a part of green energy initiatives of Government of India.

The Company has continued its focus on energy conservation efforts through up-gradation of process with new technology. The technology installed by the Company has provided better results in quality and production and also reducing the overall cost of production and maintenance which effect production scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy running on renewable energy source.

iii.) The capital investment on energy conservation equipment: Nil

Your Company has been very thoughtful in installing new technology to reduce the production cost, improve yield, enhance product endurance and strengthen finish. However, no new technology has been installed by the Company during the year and all existing technology has been fully absorbed.

The Company had installed such technology that improve productivity, quality and reduction in manual intervention and to enhance the quality and productivity. Improvement in manufacturing process helped the Company in managing production scheduling; & better & faster servicing of product for domestic as well as global market.

a. The details of technology imported: The Company has imported Second Hand Air Bubble Film Machinery and Cord Strap Die Hard Machine.

b. The year of import: Financial Year 2020-21

c. Whether the technology has been fully absorbed: Yes

iv. ) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

v. ) The expenditure incurred on Research and Development: Nil

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to maintain the cost records and accordingly the Company has maintained the Cost record for F.Y. 2022-23.

The ratio of the remuneration of each executive director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - A.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, except allotment of total 333190 Equity Shares of INR 10.00 each to persons other than promoters and promoter group, on Preferential Basis, at an Issue Price of INR 216.10 per Equity Share.

The registered Office of the Company had been shifted from "Survey No: 265/ 266, Block No: 290, Plot No. 18 to 23, B/1 Paiki 1, Pipodara, Ta: Mangrol Surat-394110, Gujarat, India" to "TP No. 4, RS No. 11 Paiki, 12-13 B, Paiki Plot C, 1^st Floor of 11, 12 Suryapur Mill Compound, Varachha Road, Surat - 395 006, Gujarat, India" with effect from January 21, 2023 vide Special resolutions passed through Postal Ballot and remote e-voting on January 21, 2023.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Shish Polylam Private Limited was incorporated as wholly owned subsidiary of the Company for carrying out business of Radiant Barrier, Roof Underlayment, Paper PE / PP / EVA Lamination, Aluminum PE / PP / EVA Lamination, Woven Fabric PE / PP / EVA Lamination, non-woven PE / PP / EVA Lamination and all kind of extrusion lamination products. It has shown immense development since incorporation.

Shish Polylam Private Limited achieved turnover of INR 268.86 Lakh during financial year 2022-23. The Profit Before Tax stood at INR 150.70 Lakh making net profit for financial year 2022-23 of INR 126.09 Lakh. Shish Polylam Private Limited has not declared any dividend for Financial Year 2022-23. The annual accounts of Shish Polylam Private Limited has been consolidated with the accounts of the Company for Financial Year 2022-23.

The Company had also established a wholly owned subsidiary Company - GreenEnergy International INC in Texas, USA. GreenEnergy International INC will leverage the growth opportunities in the business of manufacturing and distributing Insulation Building Materials, Geo Textile Fabric, Material Handling Products, and Upvc and Pvc Equipment, Radiant Barrier, Roof Underlayment, PP Woven Fabric, Lumber Wrap, Pp Woven bag, FIBC Jumbo bag, Pp Sheet, Pvc & Cpvc Pipes and Fittings, and so on in USA. GreenEnergy International INC. will also focus to helping clients in expanding their business in various state of USA.

GreenEnergy International INC achieved turnover of INR 70.66 Lakh during financial year 2022-23. The loss before tax stood at INR 20.22 Lakh making net loss for financial year 2022-23 of INR 20.22 Lakh. GreenEnergy International INC has not declared any dividend for Financial Year 2022-23. The converted rupees annual accounts of GreenEnergy International INC have been consolidated with the accounts of the Company for Financial Year 2022-23.

During the year under review, the Company has established wholly owned subsidiary - Shish Global Solutions Private Limited to leverage the growth opportunities in the business of facilitating transactions, commerce, electronic commerce, mobile commerce, any type of commerce whether between businesses and other businesses or between business and individual consumers for home and office decorative and interior designing items, hardware, sanitary, building materials, pipes and fitting and such other materials and items required for construction of homes and offices.

Further the Object clause of Shish Global Solutions Private Limited was altered by way of addition to add objects in relation to providing software and information technology-based business solutions in any form and manner to various entities and business of online marketing, on-line shopping, Internet advertising and marketing, creating virtual malls, stores, shops, creating shopping catalogues, providing secured payment processing, net commerce solutions, online trading in and outside India but does not include banking and money circulating business.

The financial performance of Subsidiary Companies in prescribed Form AOC-1 is annexed to this Report as Annexure - B.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by an experience auditor. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board's Report as Annexure - C.

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

M/ s. K P C M & Co., Chartered Accountants, Surat (FRN: 117390W) were appointed as Statutory Auditors of your Company at the second Annual General Meeting held on September 28, 2019, for a term of five consecutive years.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

The Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2022-23 is annexed to this report as an Annexure - D - 1.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2023 issued by Mr. Anand Lavingia, in relation to compliance of all applicable SEBI Regulations/ Circulars/ Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure - D - 2.

The above reports contain remark regarding 1) Late Submission of Voting Result in XBRL format and 2) The Company has not intimated the exchange about the board meeting at least two working days in advance, excluding the date of the intimation and date of the meeting which was scheduled on March 31, 2023.

Your directors submit that the Company takes all measures to timely comply with the entire requirement. However, the delay occurred purely due to oversight and Company ensures to make timely compliance in future.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

The assets of your Company have been adequately insured.

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.shishindustries.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results 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.

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

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees' grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.