Your directors have pleasure in presenting herewith the 32^nd Audited Annual Report for the year
ended on 31^st March, 2024 of your Company.

FINANCIAL RESULTS:

The Financial performance of the company during the year is as under:

(Amount Rs.in Thousands)

OPERATIONAL OVERVIEW:

During the year the company was not engaged in any commercial business operations of
Manufacturing, Trading or providing services. The Revenue from such operations during the year is
NIL. The Company has incurred an expenditure in the nature of General Administrative Expenses of
Rs. 638.99 Thousand. Hence, the company has incurred a net operational loss of Rs. 638.99 lacs
which was Rs. 1068.08 Thousands in the previous year. However, the company has reversed its Long
term Investment Losses (Impairment Losses of Rs. 71.62 Lacs and after making necessary
adjustments for conversion of Long term investments loss of Rs. 33.9 lacs, thus total Impairment
losses of Rs. 38.71 lacs is accounted for as an Exceptional Item which was earlier provided Please
refer to note nu. 15 titled Exceptional Items in the audited balance sheet attached.

In the view of accumulated and carried forwarded losses your Directors have not recommended any
amount to be paid as Dividend to shareholders.

PERFORMANCE:

The company has made net Loss of Rs. 1638.99 Thousands after necessary adjustments in earlier
years financial loss in the previous year. This is due to mainly non operation of any type of
commercial business activities in the company during the year.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:

The company does not have holding or subsidiary companies during the year and no other company
has become holding / subsidiary/ joint venture. There as no investments of more than 20% in
any other body corporate by the company Hence there was no Associate / Group Companies.

SHARE CAPITAL STRUCTURE:

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid-up
Share Capital Structure of the Company.

FIXED DEPOSIT:

The Company has not invited nor accepted any public deposit during the year under review and no
amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT:

In conformity with Regulations of SEBI (Listing Obligation and Disclosure Requirement)2015, the Cash
Flow Statement for the year ended 31.03.2024 is annexed hereto. The equity shares of the Company are
listed on the BSE Ltd. The Company has paid listing fees for the year 2023-24 to BSE.

After closure of the Financial Year the B S E Ltd has sent an e.mail to the company informing that it has
imposed a financial penalty (Inclusive of GST) of Rs. 53.91 Lacs for late compliance/ non compliance of
certain Reulations/ clauses of SEBI (LODR) 2015. However, the company has made necessary application
in prescribed format by paying penalty waiver fees to BSE Ltd for reduction/ waiver of some of the
penalties which are exorbitant or wrongly calculated and the company is not in a financial position to
pay such huge amount of penalty. The application is at the active stage of consideration of BSE Ltd. The
management is hopeful of substantial reduction in this huge amount of penalty imposed. Further the
management is also in search of some financial arrangements to pay off such penalty in time.

CORPORATE GOVERNANCE:

The Company's Total paid up equity share capital is less than Rs. 10 crores and its total Net worth is less
than Rs. 25 crores, Hence, the Company is being treated as Small Company and as such as per SEBI
(LODR) 2015 Regulation Number: 15(2) your company is exempt from making compliance with
Regulations No. 17 to 27, Clause- B to I of Sub Regulation 2 of Regulation 45 and Para C, D and E of

Schedule V. Accordingly, except the statement on" Management Discussion and Analyses Report," your

Directors have though formed the sub-Committees of the Board as per requirements of Corporate
Governance and they are operational, however, no detailed Report on Compliance with Conditions of
Corporate Governance report are given here with. The Company is exempted from providing report on
Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015.

INTERNAL AUDITOR:

Considering very minimum financial transactions in the company just to meet the routin
Administrative expenses, the Company has not appointed an Independent firm of Chartered
Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the
Audit Committee in order to strengthen the internal control system for the Company. The Board
will appoint an Internal Auditors as and when it deem fit and proper considering the adequate
number of business, commercial operations and more financial transactions of varied nature.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to your Company.

DEMATERIALISATION OF SECURITIES:

Your Company's Equity shares are admitted in the System of Dematerialization by both the Depositories
namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share
Transfer Agent M/s Skyline Financial Services Pvt. Ltd. The Investors are advised to take advantage of
timely dematerialization of their securities. The ISIN allotted to your Company is INE025D01013. Total
Share dematerialized up to 31st March 2024 were 54,47,200 which constitute 92.59% of total capital.
Your directors request all the shareholders to dematerialize their shareholding in the company as early
as possible.

DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

The Company has not entered into related parties' transactions for sale/purchase of goods or services
at preferential prices. However, all the transactions in the nature of sales/purchase of goods or
services are made on arm's length basis. The same were reported to the Board at every meeting
and Board took a note of the same and approved. Other details for inter corporate financial
transactions or remuneration and other benefits paid to directors, their relatives, key managerial
personnel etc. are given in the notes to the accounts as per requirements of AS 18. Company has
formulated various other policies such as Evaluation of Board Performance Policy etc. All such
policies were documented and adopted by the Board in its meeting.

As the Company is loss making one, the provisions related to CSR is presently not applicable to the
Company.

Regarding Performance Review of each of the member of the Board and also the performance of the
various Committees and the Board, the Company has adopted the Model Code of Conduct for
Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act,
2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the
procedure to obtain necessary timely declarations from each of the directors and key managerial
personnel.

Management's Discussion and Analysis Report:

Management's discussion and perceptions on existing business, future outlook of the industry,
future expansion and diversification plans of the Company and future course of action for the
development of the Company are fully explained in a separately in Corporate Governance Report.

DEPOSITS:

The company has not invited or accepted any Deposit, Loans or finance from the public in violation of
section 73(1) of Companies Act 2013 or any rules made there under.

DIRECTORS:

Mr. Dinesh S. Rao a Managing Director will retire by rotation at the ensuing Annual General Meeting as
per provisions of Law. He is eligible for Reappointment and offers himself for reappointment.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013:

During the year under review the Company has not made any inter corporate loans, investments, given
any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THE MEETINGS:

During the year, the company held total 6 Board meetings on 05/05/2023, 14/07/2023, 14/08/2023,
10/11/2023, 27/01/2024, 14/02/2024. All the Directors were present at all the board meetings to
consider various businesses and pass necessary resolutions. The 31^st Annual General Meeting of the
Company was held on 21^st September 2023 in physical mode.

The Company has disclosed all the material information to the stock exchanges and the Registrar of
Companies Office in time as per requirements of law and SEBI (LODR) 2015.

Directors present at the Meeting of board:

COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:
AUDIT COMMITTEE:

The audit committee of the Board of Directors is as under:

(A) FUNCTION OF AUDIT COMMITTEE:

The audit Committee is headed by Alpesh K. Patel as Chairman. He has more than 30 years of
Construction experience. He is further assisted by one non-executive independent directors namely
Radheshyam R Patel and by Whole Time Director & CFO Mr. Prakash N. Shah. He has thorough
knowledge of working, usage and accounting for financial transactions as per requirements of
Companies Act and the Stock Exchange requirements.

The Committee meets at least once every quarter and prepares its minutes on the proceedings and
business discussed and transacted. The Committee reports to Board of Directors. All committee reports
and minutes are placed before the Board in all its meetings for information, guidance, directions and
record keeping. In addition, the Committee also reviews the internal control systems operating within
the organization and obtains guidance from the statutory auditors and other professionals of corporate
repute from time to time to make timely compliances and payment of statutory dues.

(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:

The Committee acts as a bridge between the Statutory Auditors and the Board of Directors of the
Company. It is authorized to select and establish accounting policies, review reports of the Statutory
Auditors and meet with them to discuss and deliberate their suggestions, findings and other related
matters. Further, the committee is authorized to, inter alia, monitor, review and evaluate the
Auditor's independence, performance and effectiveness of the audit process, overseeing of the
Company's financial reporting process and the disclosure of its financial information, and review the
quarterly, half yearly and annual financial statements before submission to the Board for approval.

Further the committee is liable to examine the financial statements and the Auditors' Report
thereon, approve transactions of the Company with its related parties including consequent
modifications thereof, grant omnibus approvals subject to fulfillment of certain conditions, analyze
inter-corporate loans and investments, valuation of undertakings or assets of the Company
wherever it is necessary. Further, it is also empowered to review the Management Discussion and
Analysis of financial condition and results of operations and statement of significant related party
transactions. It also looks into any other matter as referred to it by the Board of Directors from time
to time.

Generally, all the items stated in Section 177(4) of the Companies Act, 2013 and Point A of Part C of the
Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are covered
under the roles of the Audit Committee. The Audit Committee has been granted powers as prescribed
under provisions of the Regulation 18(2)(c) of the aforesaid Regulations and reviews all the information
as prescribed in Point B of the Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE:)

(A) TERMS OF REFERENCE:

This committee looks into investor complaints if any, and redresses the same expeditiously.
Beside the committee approves allotment, transfer & transmission of shares, debentures, any
new certificates on split \ consolidation \ renewal etc. as may be referred to it by the Board of
Directors. In addition, the committee also looks in to compliance with stock exchange listing
agreement and circulation of shareholder and general public interest information through proper
media and stock exchanges from time to time.

(B) FORMATION:

The Shareholders'/Investors Grievance Committee presently comprise all Non-Executive Directors.
During the year the Committee held 12 meeting (Last Saturday of every month) The Attendance of
Members at the Meeting was as follows:

(C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

The company has merged in this committee its earlier committee of share Transfer. This Committee
looks in to all aspects related to Shares, Bonds Securities and retail investors. The committee also looks
after the dematerialization process of equity shares. The Committee is also empowered to keep
complete records of shareholders, statutory registers relating to shares and securities, maintaining of

the complete record of share dematerialized, and complaints received from investors and other various
agencies.

The committee meets every month to approve all the cases of shares demat, transfer, issue of duplicate
and resolution of the investors' complaints, submission of information to various statutory authorities
like NSDL / CDSL, SEBI, stock Exchanges, Registrar of companies periodically. Other roles duties powers
etc. have been clearly defined in line with the Regulation 20 of listing obligation and disclosure
requirement rules of SEBI and kept flexible by the Board from time to time.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee comprises all 3 independent Directors which are as
under:

(A)TERMS OF REFERENCE:

The remuneration committee comprises of all non-executive independent directors.

(i) To ascertain the requirements of and appointment of Key Managerial personals.

(ii) To prescribe rules, regulations, policy, requirements of qualifications and experience of key
managerial personnel.

(iii) To decide the terms of conditions of employment and responsibilities, authorities of all
executive directors, Managing Director and to ensure that they discharge their duties diligently and
report to Board regularly.

(iv) To fix the remuneration payable to Managing Director, Executive Director, Whole Time
Directors.

(v) To decide on distribution of profits as commission amongst various executive and non-executive
directors.

(vi) To design, frame and make policy for remuneration payable for key managerial personnel and
up to 3rd rank departmental heads by way of issue of shares as ESOP or stock options or otherwise
including to provide staff loans/ advances to subscribe to any ESOPs or Stock options by employees of
the company.

Further except the cash reimbursement of actual expenses incurred by directors, no other benefits
in the form of stock options or ESOP etc. are being offered to any directors of the Company or to any
key managerial personnel for the year. As the company has long overdue accumulated losses in its
books of accounts; it is not paying any sitting fees or commission of net profit or any other
remuneration in kind to any of its directors. The Company does not have any key managerial
personnel receiving remuneration of more than Rs. 200,000/- Per Month. The company is regular in
labor compliances and payment of statutory labor dues with relevant authorities in time.

Other function roles duties powers etc. have been clearly defined in line with the Regulation 19 of listing
obligation and disclosure requirement rules of SEBI and kept flexible for medication by the Board from
time to time.

NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time
Director nor a manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and
possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate
company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary
or associate company

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate
company or their promoters or directors, during the two immediately preceding financial years
or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its
holding, subsidiary, or associate company, or their promoters, or directors, amounting to two
per cent or more of its gross turnover or total income or fifty lacs rupees or such higher amount
as may be prescribed, whichever is lower, during the two immediately preceding financial years
or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the
company or its holding, subsidiary or associate company in any of three financial years
immediately preceding the financial year in which I\he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its
holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its
holding, subsidiary or associate company amounting to ten per cent, or more of the

gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the
company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization
that receives twenty-five per cent or more of its receipts from the Company, any of its
promoters, directors or its holding, subsidiary or associate company or that holds two per
cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

(vi) All the Independent Directors are not Registered on the Website
www.independentdirectorsdatabank.in and none of them have passed the requisite
qualification to become an Independent Director. However, they were appointed as
such prior to the date of coming in to notification in this behalf.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial

statements for the year 2015-16, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2024, as far
as possible and to the extent, if any, accounting standards mentioned by the auditors
in theirreport as not complied with, all other applicable accounting standards have been
followed along with proper explanation relating to material departure;

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 the Company at the end of the financial year and profit and loss
account of the Company for that period;

c) The 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;

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The directors in the case of a listed company had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

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

DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1):

In compliance with Section 178 (1) as also in compliance with applicable Regulations of SEBI (LODR),

2015 the Board of Directors does hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent
directors in proportion as per requirement of SEBI (LODR), 2015. Except that it has not
appointed a Woman Director in the Company.

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Audit Committee as per requirements of the SEBI (LODR), 2015and
provisions of the Companies Act 2013.

c. me company has the policy Tor selection ana appointment ot independent directors who are
persons of reputation in the society, have adequate educational qualification, sufficient business
experience and have integrity & loyalty towards theirduties.

d. The Company has policy to pay managerial remuneration to its Managing/Whole Time Directors
based upon their qualification, experience and past remuneration received by them from their
previous employers and company's financial position.

e. The Independent Directors are not paid sitting Tee.

f. The Company is not paying any commission on net profits to any directors.

g. During the year the Board has met 6 times during the year. The details of presence of every
director at each meeting of the Board including the meetings of the Committees, if any, are
given in this report as mentioned elsewhere.

SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES
AND INDIVIDUAL DIRECTORS

1. The Board makes evaluation of the effectiveness and efficiency of every individual director,
committee of directors, independent directors and board as a whole.

2. For these purposes the Board makes evaluation twice in a year on a half yearly basis.

3. The performance of individual directors is evaluated by the entire Board, excluding the Director
being evaluated on the basis of presence of every director at a meeting, effective participation
in discussion of each business agenda, feedback receives from every director on draft of the
minutes and follow up Tor action taken reports from first line management.

4. Effectiveness and performance of various committees are evaluated on the basis of the scope
of work assign to each of the committees, the action taken by the committees are reviews
and evaluated on the basis of minutes and agenda papers Tor each of the committee
meetings.

5. The performance of independent directors is evaluated on the basis of their participation at the
meetings and post meeting follow up and communication from each of such independent
directors.

PARTICULARS OF THE EMPLOYEES:

Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule
5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time to time, are not attached with this report since there was no employee who
was in receipt of remuneration in excess of Rs. 8,50,000 per month during the year or Rs. 1.2 Cr. per
annum in the aggregate if employed Tor a part of the year.

AUDITORS:

STATUTORY AUDITORS:

The Board of directors had already appointed M/s. Dhrumil A Shah & Co., Chartered Accountants,
Ahmedabad Tor the next term of 5 years i.e. from 01/04/2023 to 31/03/2028 and to hold the office
as such from the date of conclusion of 31^st AGM up to the date of conclusion of 36^th AGM of the
Company. The new auditors have given their consent in writing under section 139 on 31^st July 2023.

Your directors recommend to pass the resolution at the ensuing AGM with requisite majority.

So, the Board has ratified the Appointment of Statutory Auditors of the Company for the Financial Year
2024-2025.

SECRETARIAL AUDITOR:

The Company has appointed M/s. J D KHATNANI & ASSOCIATES. as the secretarial auditor for the financial
year 2023-24. They have given their report in the prescribed form MR-3 which is annexed to this report
as an ANNEXURE A.

COST AUDITORS:

The Company is not engaged in any type of manufacturing activities of the products which requires its
cost records to be audited and is also not coming within the perview of maintaining the cost records for
manufacturing activities. Hence, no cost auditors are to be appointed.

STATUTORY INFORMATION:

The Information required to be disclosed in the report of the Board of Directors as per the provisions of
Section 134 of the Companies Act-2013 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy; technology absorption, foreign
exchange earnings and outgo are not applicable to the company. As Company is not manufacturing any
product or providing any services. As there was no commercial business activities during the year, the
Company has not Earned any foreign Exchange nor it has incurred any foreign exchange expenses.

MATERIAL CHANGES / INFORMATION:

1. No material changes have taken place after the closure of the financial year and up to the date
of this report which may have substantial effect on the business and financial of the Company.

2. No significant and material orders have been passed by any of the regulators or courts or
tribunals impacting the going concern status and companies operations in future.

AUDITORS OBSERVATIONS:

The statutory auditors have expressed in their report that the company's entire networh has been
eroded and it has no sufficient cash flow. It has already sold its real estate like Factory buildings, plant
and machineries and other assets. There is a considerable ground and doubts about the continuing the
business operations in future. However, the company has continued to account its financial transactions
on going concern basis.

The Management is hopeful of starting trading in Iron, Steel and such other construction
materials products on credit terms as its directors have good reputation in the market and
personal contacts. They are also exploring opportunity to raise further funds through further
issue of shares or other securities to prospective investors or any proposed joint venture
partner in the company. Considering this fact the management has continued to account its
financial transactions on going concern basis.

The Secretarial Auditors have made their observation in their report as under:

However, the Non-Executive Non-Promoter Independent Directors Mr. Alpesh K Patel and Mr.
Radheshyam Rampal Lodh, have not yet registered as an Independent Director on MCA Website as well as
they have also not passed the requisite qualifying test to become an independent Director. However, they
were already appointed as such prior to the date of coming in to force of the Notification requiring
Independent Directors to pass the qualifying examinations.

We further report that the website of the Stock Exchange BSE Ltd still shows following persons as
Directors/ KMP, even though they are as on date not the directors or KMP of the Company. The Company
needs to take adequate steps to update BSE in this regard. Company is non Compliant in various
Regulations Under SEBI (LODR) REGULATIONS, 2015 and Companies Act 2013.

Mr. Ramesh Mistry Chairman and Director (Name to be removed from BSE Website)

Ms. Trupti Dhaval Jain, Woman Director (Name to be removed from BSE Website)

Mr Ramanugrah Singh, Non Executive Independtn Director (Name to be removed)

Mr Suhag Vijaykumar Shah, Chief Financial Officer (Name to be removed).

Mr. Harsh Shah, the Company Secretary had resigned w.e.f. 04/02/2023. The Company is yet to appoint a
new company secretary in his place.

The Company's total networth is eroded. It has no sufficient financial means to start and continue any
business operations. It is as on date not able to afford the salary of professional persons like Company
Secretary and looking to present conditions of the company no company secretaries are willing to come
and join the company at this stage. Regarding Non-Disqualification of Independent Directors, as they
were appointed prior to the date of new notification, and they are continuing as director. Their term of
office now expires at the next Annual General Meeting in the year 2023-24 AGM. Thereafter the
company will appoint new adequately qualified directors as an Independent Director. Regarding
updation of websites of BSE and Company the management is taking immediate steps to rectify and
update the records to show the correct position as early as possible.

APPRECIATION

Your directors place on records their sincere appreciation for the valuable support and co-operation
as received from government authorities, Financial Institutions and Banks during the year. The
Directors are also thankful for the support extended by Customers, Suppliers and contribution made
by the employees at all level. The Directors would also like to acknowledge continued patronage
extended by Company's shareholders in its entire endeavor.

On Behalf of the Board of Directors

Date: 14^th AUGUST 2024 Heera Ispat Limited

Place: Ahmedabad

Sd/-

(DINESHKUMAR S RAO)

Chairman And Managing Director
(DIN: 06379029)