Yajur Fibres Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 44th Annual Report of Yajur Fibres Limited ("the Company"), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

The consolidated performance of the Company and its subsidiary has been referred to wherever applicable in this Report.

1. FINANCIAL REVIEW

The Financial Results for the year ended March 31, 2026 and the corresponding figure for the previous year are as under:

( in Lakhs except EPS)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	10,097.15	11,385.90	10,104.33	14,080.76
Other Income	131.31	100.62	131.34	118.27
Total Income	10,228.46	11,486.52	10,235.67	14,199.03
Total Expenditure	9,209.90	9,972.79	9,217.42	12,652.38
Pro_t before tax	1,018.56	1,513.74	1,018.25	1,546.66
Current Tax	242.20	311.99	242.20	320.27
Income tax Adjustment	NIL	(0.83)	NIL	(0.83)
Deferred Tax Adjustment	24.00	38.31	24.00	38.31
Pro_t after Tax	752.36	1,164.28	752.11	1,167.56
Basic Earnings per share (in )	4.36	7.39	4.36	7.41

2. STATE OF COMPANYS AFFAIRS

Yajur Fibres Limited operates a bast fibre cottonising unit in India. Situated in Howrah, our Company is a part of the well-recognised conglomerate, The Kankaria Group. The group has rich experience of over 80 years in the Jute Industry. Our group, in the year 2006, acquired the manufacturing operations of cotton and cotton blended yarns into Yajur Bast Fibres Limited (formerly known as M.F.L Corporation Ltd). Subsequently, we have started manufacturing of premium cottonised bast fibres, including flax (linen), jute, and hemp in the year 2017-18. Yajur Bast Fibres Limited was amalgamated into our Company pursuant to the Scheme of Amalgamation under Section 230 to 232 of the Companies Act, 2013, sanctioned by the National Company Law Tribunal, Kolkata bench, vide order dated January 12, 2023 w.e.f. appointed date of April 1, 2021.

Our Company specializes in producing premium cottonised bast fibres, including flax (linen), jute, and hemp.

We cottonise long & brittle bast fibres into cotton like short staple fibre such that the cottonised fibres can easily blend upto 55% with cotton and man-made fibres in the existing cotton spinning system or similar. Cottonising jute fibres until few years ago was considered a farfetched idea but with robust R&D and diligent commercial production of the same by Yajur has changed the landscape of sustainable bast Fibres altogether. While there are thousands of cotton & polyester spinning mills globally there are less than

400 spinning mills between linen, jute and hemp. Our cottonised Fibres can spin from 10% to 85% in cotton spinning systems and easily blends with natural and manmade fibres. These blended fibres spin at 70% of average cotton spinning speed, while the linen rich blends give similar look and feel like 100% linen fabrics, however the cost of production is 25 % less than original linen fabrics. It has taken away the easy wrinkle issues associated with 100% linen. Our Company has capacity of over 300 MT per month of Cottonised Fiber, Flax Yarn and Jute yarn. Our Company is known for its extensive experience and innovation in bast fibres, which has made it the preferred choice for many top spinning & weaving mills in India, Turkey, Indonesia, Nepal and Bangladesh. Our products are being processed and manufactured in accordance with best practices available globally. Our system and product are tested constantly at each level to ensure international standards of quality in-house. Our Company places a strong emphasis on research and development (R&D) to continuously test and improve its products. We are dedicated to achieving excellence and best in class practices.

Our Companys cottonised flax fibres are known for their softness, cleanliness, and consistency. The fibres high fibre length uniformity given that natural bast fibres can be as long as 10 ft. and negligible trash, providing high yield when blended with other natural or manmade fibres. Our Company also offers cottonised jute and hemp fibres, which have gained popularity for their sustainability and versatility. We are one of the first few companies to commercially introduce cottonised jute fibres spinning at over 90,000 rotor speed and the has pioneered in introducing commercially cottonised jute fibre that can blend upto 55% with cotton or any other natural & manmade fibres in the cotton spinning system or equivalent.

Our Companys manufacturing facility is located in the Jute hub of West Bengal, India. The manufacturing unit is spread across an area of approximately 19 Acres with aprox. 500 meters of Ganges River front situated at Jagannathpur. Phuleshwar, Uluberia, District Howrah, Pincode - 711316.

Our manufacturing plant is equipped with best-in-class machinery and has received certifications ISO9001, ISO14001, ISO45001, OEKOTEX 100 and EUROPEAN FLAX certification.

Our Company is contributing its 100% output to the sustainability drives and desires of conscious companiesand consumers alike. The whole company is dedicated to 100% sustainable, natural & biodegradable fibres.

Your Directors are pleased to share the operational and financial performance achieved by the Company during FY2026. The key financial highlights on a consolidated basis are as follows: Revenue from operations stood at 10,097.15 lakhs in FY2026 on consolidated basis as compared to 10,104.33 lakhs in F.Y.2025.

PAT stood at 752.36 lakhs in FY2026 on consolidated basis as compared to 752.11 lakhs in F.Y.2025. The decline in revenue and profitability during the year was primarily attributable to prevailing geopolitical tension, adverse effect of US tariff rates for India, global market slowdown and business-related challenges experienced during the reporting period particularly during the last quarter of FY2026. Despite these challenges, the Companys financial position remains stable, supported by its strong operational capabilities and disciplined approach to business management. Looking ahead, the Company remains optimistic about its long-term growth prospects. With a continued focus on operational excellence, customer-centric initiatives, strategic business development, and improving market conditions, the management is confident that the Company is well positioned to achieve enhanced operational and financial performance in FY2027 while creating sustainable value for all stakeholders.

The Company has successfully raised 12,040.80 lakhs from its maiden IPO for setting up of installation of additional production capacity of 4 tons per day at our existing manufacturing unit at Jagannathpur, Phuleshwar, Uluberia, District Howrah and for setting up a greenfield unit at Vikram Udyogpuri, DMIC (Industrial Park, Ujjain, Madhya Pradesh) for 100% wet spun linen yarn and blended yarn in our subsidiary Yashodha Linen Yarn Limited. Both the projects are under execution at its full pace.

3. TRANSFER TO RESERVES

In view of the financial position of the Company and after considering the requirements of the business, your directors have decided not to transfer any amount to the General Reserve for the financial year ended March 31, 2026.

4. DIVIDEND

The management has decided to reinvest the money in working capital and overall growth of the company. Hence, your management recommends no dividend for the year ended March 31, 2026 and will increase efforts to enhance the profit in coming financial year.

5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

Pursuant to the provisions of the Companies Act, 2013, the Board hereby confirms that there was no change in the nature of the business of the Company during the Financial Year ended March 31, 2026. The Company continued to carry on its existing business operations during the year under review.

6. INITIAL PUBLIC ISSUE

The Company successfully completed its Initial Public Offering ("IPO"), comprising a fresh issue of 69,20,000 equity shares of face value of 10/- each at an issue price of 174/- per equity share (including a premium of 164/- per equity share), aggregating to 12,040.80 lakhs. Pursuant to the IPO, the equity shares of the Company were listed on SME Platform of BSE Limited on January 14, 2026. The listing of the Companys equity shares marks a significant milestone in the Companys journey and strengthens its corporate governance framework, transparency and access to capital markets.

7. UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER (IPO)

The Company had raised funds through its Initial Public Offering ("IPO") for the purposes as stated in the Prospectus.

As on March 31, 2026, the utilisation of IPO proceeds is as follows:

Original Object	Modi_ed Object, if any	Original allocation (Rs in Lakhs)	Modi_ed allocation if any (Rs in Lakhs)	Fund Utilised (Rs in Lakhs)	Amount of Deviation/ Variation For the quarter According to applicable object	Remarks if Any
Setting up of 50,000 sq.ft. of shed in the existing manufacturing unit and installation of additional production capacity of 4 tons per day (hereinafter referred as the "Capex") at our existing manufacturing unit at Jagannathpur, Phuleshwar, Uluberia, District Howrah	-	1192.76	NA	341.44	-	-
Investment in our subsidiary Yashodha Linen Yarn Limited for setting up a greenfield unit at Vikram Udyogpuri, DMIC (Industrial Park, Ujjain, Madhya Pradesh) for 100% wet spun linen yarn and blended yarn (hereinafter referred as the Project " ")	-	4800.00	NA	50.17	-	-
Funding of working capital requirements of our Company	-	3600.00	NA	3600.00	-	-
General corporate purposes	-	1000.00	NA	1000.00	-	-
IPO Issue expense	-	1448.04	NA	1432.08	-	-
Total	-	12040.80	-	6423.68	-	-

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2026, there are 5 (Five) Directors in your Company. The detail is as under:

DIN	Name	Designation	Date of Appointment
07532430	Ashish Kankaria	Managing Director	12/12/2024
03477148	Shruti A Kankaria	Non-Executive Director	01/01/2025
06729238	Pradip Debnath	Whole Time Director	14/12/2024
02794782	Rohit Bhura	Independent Director	14/12/2024
10869335	Gaurav Baid	Independent Director	14/12/2024

None of the directors are disqualified under section 164 of Companies Act, 2013. During the year under review, the following persons were designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

PAN	Name	Designation	Date of Appointment	Date of Resignation
BNQPS9606A	Deepak Kr Singh	Chief Financial Officer	02/02/2026
FVHPS4446D	Punita Sharma	Company Secretary	01/04/2026	-

Appointment of Chief Financial Officer and Company Secretary

During the financial year 2025–26, Mr. Deepak Kumar Singh was appointed as the Chief Financial Officer (CFO) of the Company with effect from February 2, 2026, consequent to the transfer of Mr. Manoj Bajaj to the Group Company, Bally Jute Company Limited.

Further, Mrs. Punita Sharma was appointed as the Compliance Officer and Company Secretary of the Company with effect from April 1, 2026. She succeeded Ms. Sulekha Dutta, who resigned from the position of Company Secretary and Compliance Officer with effect from February 28, 2026.

Directors liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Pradip Debnath (DIN: 06729238), Whole-Time Director, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for reappointment.

The Board of Directors recommends his re-appointment for approval by the Members. The requisite resolution seeking Members approval forms part of the Notice convening the ensuing AGM. A brief profile of Mr. Pradip Debnath, along with the other disclosures required under the Companies Act, 2013, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as applicable), is provided in the Notice of the AGM.

9. SHARE CAPITAL

During the financial year under review, the Company has undergone changes in its share capital pursuant to Initial Public Offering. The details of changes in the capital are as under: a. Authorised Share Capital

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs 25,00,00,000 divided into 2,50,00,000 equity shares of face value of 10 each. b. Issued, Subscribed, and Paid-up Share Capital

The Issued, Subscribed, and Paid-up Equity Share Capital of the Company as on March 31, 2026, stood at Rs. 22,68,28,730 (Rupees Twenty-Two Crore Sixty-Eight Lakh Twenty-Eight Thousand Seven Hundred Thirty Only.), comprising 2,26,82,873 Equity Shares of Rs. 10/- each, fully paid up.

During the financial year under review, the Company successfully completed its Initial Public Offer (IPO) and allotted 69,20,000 Equity Shares having a face value of 10 each at an Issue Price of 174 per Equity Share (including a premium of 164 per Equity Share), aggregating to 120.41 Crore.

10. DEMATERIALISATION OF SHARES

As on March 31, 2026, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0CNJ01010. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the Company and handles investors related matters under the supervision of the Company.

11. PUBLIC DEPOSITS

During the financial year ended March 31, 2026, the Company did not accept any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and the rules made thereunder. Further, there were no outstanding deposits or unpaid/unclaimed deposits as on March 31, 2026.

12. CHANGE IN NAME AND STATUS OF THE COMPANY

There was no change in the name or the status of the Company during the financial year ended March 31, 2026.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no 12 of the Audited Financial Statements of the company for the FY 2026 and forms a part of this annual report.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended March 31, 2026, all related party transactions entered into by the Company were in the ordinary course of business and on an arms length basis. None of the transactions with related parties exceeded the materiality threshold prescribed under the Companies Act, 2013, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, there were no material related party transactions during the year under review.

The particulars of contracts or arrangements entered into with related parties, as required under Section 188(1) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are disclosed in Form AOC-2, which forms Annexure 4 to this Report. The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at www.yajurfibres.com.

15. CORPORATE GOVERNANCE

The equity shares of the Company are listed on the SME Platform of BSE Limited. In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), the compliance requirements pertaining to Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paragraphs C, D and E of Schedule V of the SEBI (LODR) Regulations are not applicable to the Company.

Consequent upon the listing of the Companys equity shares on the BSE SME Platform, the applicable provisions of the Companies Act, 2013 and the rules made thereunder became applicable to the Company. While the provisions of Corporate Governance prescribed under the SEBI (LODR) Regulations are not applicable to the Company, the Company remains committed to adhering to the principles of good corporate governance and maintaining the highest standards of transparency, accountability, and ethical business practices.

In line with this commitment, the Company has constituted various Board Committees, including the Audit Committee and the Nomination and Remuneration Committee, and has appointed Independent Directors on its Board in accordance with the applicable provisions of the Companies Act, 2013. The Board of Directors, either directly or through its duly constituted committees, continues to oversee key areas of the Companys operations, ensuring effective governance, informed decision-making, and protection of stakeholders interests.

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

No material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report except:

17. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY2026, the Company has not undertaken any alteration or amendment to the Memorandum and Articles of Association of the Company.

18. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors held on March 30, 2026, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

19. DECLARATIONS BY INDEPENDENT DIRECTORS

The Company received declarations from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/ she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

20. BOARD MEETINGS:

During the year under review Board met on: 12.04.2025, 27.05.2025, 09.06.2025,12.06.2025, 18.07.2025, 19.08.2025, 03.10.2025, 13.12.2025, 18.12.2025, 23.12.2025, 30.12.2025, 12.01.2026, 02.02.2026.

There were 13 (thirteen) board meetings held during F.Y. 2025-26, in accordance with the provisions of Companies Act, 2013.

The intervening gap between two Board Meeting and General Meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1(Meetings of the Board of Directors) and Secretarial Standard-2 (General Meetings), issued by the Institute of Company Secretaries of India (ICSI).

The requisite quorum was present throughout the Board Meetings in each of the meeting. The Directors actively participated in the deliberations and provided valuable guidance and strategic inputs on the matters placed before the Board, facilitating informed decision-making and effective governance.

21. COMMITTEES OF THE BOARD A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors	Category
Mr. Gaurav Baid	Independent Director – Chairperson
Mr. Rohit Bhura	Independent Director
Mr. Ashish Kankaria	Managing Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors	Category
Mr. Gaurav Baid	Independent Director – Chairperson
Mr. Rohit Bhura	Independent Director
Mrs. Shruti A Kankaria	Director

Duringtheyearunderreview,therehasbeennoinstancewhere the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors	Category
Mr. Gaurav Baid	Independent Director – Chairperson
Mr. Rohit Bhura	Independent Director
Mr. Ashish Kankaria	Managing Director

D. FINANCE COMMITTEE

Pursuant to the provisions of Section 179(3) of the Companies Act, 2013, the Board of Directors is required to exercise certain powers, including borrowing monies, investing the funds of the Company, granting loans, providing guarantees, or creating security in respect of loans, by means of resolutions passed at meetings of the Board.

In terms of the proviso to Section 179(3) of the Companies Act, 2013, the Board may delegate such powers to a Committee of Directors, the Managing Director, the Manager, or any other Principal Officer of the Company, subject to such conditions as it may specify.

Accordingly, the Board has constituted a Finance Committee and delegated specified powers to the Committee to facilitate timely decisions relating to borrowings, investments, loans, guarantees and other treasury matters, within the limits and framework approved by the Board and in compliance with the applicable provisions of the Companies Act, 2013 and other applicable laws. Therefore, the Board has constituted Finance Committee of the Board with:

Name of Directors	Category
Mr. Ashish Kankaria	Managing Director
Mr. Pradip Debnath	Whole-time Director

22. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility and the environment in which it operates. Over the years, the Company aimed towards improving the lives of the people.

The Companys CSR policy covers activities in the field of eradication of extreme hunger and poverty, promotion of education, promotion of gender equality, empowerment of women, improvement of mental health, slum area development and rural development projects, employment enhancing vocational skills, ensuring environmental sustainability, animal welfare, sanitation including contribution to fund set up by the Central Government, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During FY2025-26, as per Section 135 of the Act, an amount of Rs. 16.05 lakhs was required to be spent by the Company on CSR activities. The Company has spent Rs. 23.65 lakhs during FY2026, towards donation to Old Age Home and expenditure on Animal Welfare.

The detailed report on CSR activities carried out by the Company during FY 2025-26 is annexed to this report as "Annexure 1". The corporate social responsibility policy of the Company can be viewed on the Companys website at www.yajurfibres.com.

23. AUDITORS

A. STATUTORY AUDITORS & AUDITORS REPORT:

The Auditors, M/s. R Kothari & Co LLP, Chartered Accountant, (FRN 307069E/E300266), has been appointed as the Statutory Auditor of the Company and holding the office until the conclusion of the Annual General Meeting (AGM) to be held in the Financial Year 2027-28.

B. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s. Rakesh Agrawal & Co., (C.P. No.9014), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY2025-26 in the Board Meeting held on January 12th, 2026. He is having more than 5 years of the experience in the corporate law compliances, legal due diligence and audit, litigations, indirect taxes. The Secretarial Audit Report submitted by him, for FY2025-26 is annexed herewith marked as "Annexure 2" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

C. INTERNAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee, Mr. Suvadeep Dey, Chartered Accountants (M.No.323660 ), was appointed as an Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, and Internal Auditors based on recommendation of Audit Committee.

The Internal Auditor carries out periodic internal audits of the Companys internal financial controls, governance processes, and operational activities. The Internal Audit Reports are placed before the Audit Committee and the Board of Directors for their review and consideration. During the financial year 2025–26, the Internal Auditor has not reported any material weaknesses, qualifications, reservations, adverse remarks, or observations requiring any explanation or comments from the Board of Directors.

24. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on NSE Emerge, it is covered under the exempted category and not required to comply with IND-AS for preparation of financial statements.

25. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued till the end of financial year 2025-26, on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

26. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, copy of the Annual Return for the financial year 2025-26 prepared in accordance with Section 92(1) of the Act is available on the Companys website at www.yajurfibres.com.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System risk mitigation plan, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of: a) Officials of the Company have defined authority and responsibilities within which they perform their duty; b) All the Banking transactions are under joint authority and no individual authorization is given; c) Maker-checker system is in place. d) Any deviations from the previously approved matter require fresh prior approval.

28. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

29. MAINTENANCE OF COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has maintained the prescribed cost records in respect of its applicable products during the financial year under review.

TheCompanyisengagedinthemanufactureofpremium cottonised bast fibres and related products classifiable under Customs/Central Excise Tariff Headings 5303, 5307 and 5310, which fall under the Non-Regulated Sector as specified under the Companies (Cost Records and Audit) Rules, 2014. In terms of Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014, the appointment of a Cost Auditor and conduct of cost audit are applicable to companies engaged in the manufacture of products specified under the Non-Regulated Sector, whereas, during the immediately preceding financial year:

• the overall annual turnover of the Company from all its products and services is 100 crore or more; and

• the aggregate turnover of the products for which cost records are required to be maintained is 35 crore or more.

During the immediately preceding financial year, although the Companys overall annual turnover exceeded the prescribed threshold, the aggregate turnover from products falling under Tariff Heading 5303, for which the applicability criteria are required to be examined, was below the prescribed threshold of 35 crore. Accordingly, the provisions relating to the appointment of a Cost Auditor and conduct of cost audit under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 were not applicable to the Company during the financial year under review.

30. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companys Code of Business Conduct, to management (on an anonymous basis, if employees so desire). It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at www. yajurfibres.com.

31. APPOINTMENTOFDIRECTORSANDREMUNERATION

POLICY

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination & Remuneration Policy of the

Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and Senior Management Personnel is available under investor relations section on the Companys website at www.yajurfibres.com.

Further, the Company also has a Board Diversity Policy to assure that the Board is fully diversified and comprises of an ideal combination of Executive and Non-Executive Directors, including Independent Directors, with diverse backgrounds.

32. RISK MANAGEMENT POLICY

Your Companys Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

33. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/ her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www. yajurfibres.com.

34. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

35. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As on March 31, 2026, the Company has one subsidiary, Yashoda Linen Yarn Limited. The Company does not have any associate and joint venture.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary and associate company in Form AOC-1 forms part of this Annual Report as Annexure – 3.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

37. PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 CONSERVATION OF ENERGY

1. Steps taken or impact on Conservation of Energy : In the past few years, the Company has tried to improve energy efficiency significantly by various measures. Steps taken to conserve energy include: a) At its plant, the Company has carried out various modifications in layout to optimize energy consumption and reduce losses. b) Energy efficient motors are being installed in order to optimize use of power. c) In its plant and offices, the Company has replaced conventional lights fixtures with energy efficient fixtures such as LED lights and tubes.

2. Steps taken by the Company for utilizing alternate source of energy: The Company is making maximum use of natural lighting during day time and gradually inducting afflux system to get the factory system illuminated.

3. Capital Investment on Energy Conservation Equipment: No capital investment on energy conservation equipment was made during the year under review.

A. TECHNOLOGY ABSORPTION:

1. Efforts made towards technology absorption: Efforts towards technology absorption included continued efforts for process improvements and installation of upgraded plant and machinery to improve the efficiency, productivity and profitability of the Company.

2. The benefits derived like product improvement, cost reduction, product development or import substitution: Improved productivity and automation process. Cost reduction has however, been partly offset by the increase in cost of other input.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: (a) the details of technology imported; Nil (b) the year of import; Nil

(c) whether the technology been fully absorbed; Not applicable (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not Applicable

4. The expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNING AND OUTGO

Particulars	FY 2026	FY2025
Foreign Exchange earnings	1,478.55/-	1168.89/-
Foreign Exchange outgo	5,679.35	8069.55/-

38. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-5.

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-5. Further, there are no employees posted and working outside India and drawing salary in excess of the prescribed limits under the above Rules and accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

40. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. 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 of the profit & loss of the company for that period. c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) The directors have prepared the annual accounts on a going concern basis; 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, and f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

41. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules. The Committee met once during the FY2026 on March 30, 2026.

There was no complaint pending at the beginning and at the end of FY2025-26. No complaints have been received by the Committee during the FY2025-26.

42. Maternity Benefit Act 1961

During the year under review, the Company has complied with the provisions of Maternity Benefit Act, 1961.

43. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2) (e) of SEBI (LODR) Regulation 2015, a "Management Discussion and Analysis Report" are set out as a separate section in this Annual Report which forms an integral part of this report.

44. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority. During the year, there was no unclaimed which was required to be transferred as per the requirement of the IEPF Rules.

45. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with this objective in place, we have drawn a comprehensive human resource strategy which addresses all key aspects of human resource development including: (i) Adoption of fair business practices; (ii) Promoting workforce diversity, evolution of performance-based compensation packages to attract and retain the talent; (iii) Rewards & recognition and several best-in-class employee initiatives; and (iv) Delivery of training programs to improve technical, functional and managerial competence.

46. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

47. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, for the continued support given by them to the Company. The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

		For and on behalf of the board of directors
		Yajur Fibres Limited
Date: 25.05.2026	Mr. Pradip Debnath	Mr. Ashish kankaria
Place: kolkata	(Whole-Time Director)	Managing Director
	DIN: 06729238	DIN: 07532430