Yamuna Syndicate Ltd Directors Report

1.00 The Board hereby presents its Report for the year ended March 31, 2026.

2.00 Financial Performance :

2.01 The financial results of the Company are given below:

(Rs. in Lakhs)

Particulars	As at 31.03.2026	As at 31.03.2025
I. ASSETS:
Fixed Assets	51.66	37.18
Other Non-current Assets	5321.63	4699.98
Current Assets	4815.15	4985.03
Total	10,188.44	9722.19
II. EQUITY AND LIABILITIES:
Equity	9909.93	9501.40
Non-current Liabilities	47.77	21.33
Current Liabilities	230.74	199.46
Total	10,188.44	9722.19

	For the year ended 31.03.2026	For the year ended 31.03.2025
III. Revenue from Operations Other Income	6896.84 1928.38	6482.01 1598.92
Total Revenue	8825.22	8080.93
IV. Total Expenses	6755.90	6365.52
V. Profit before exceptional item & tax (III- IV)	2069.32	1715.41
VI. Exceptional Item (one-time increase in provision for employee benefits due to introduction of New Labour Codes)	29.67
VII. Profit before Tax (V-VI)	2039.65	1715.41
VIII. Tax Expenses including deferred tax	96.97	98.06
IX. Profit/(Loss) after Tax (VII-VIII)	1942.68	1617.35
X. Other Comprehensive Income/ (Expense)	2.68	(0.55)
XI. Total Comprehensive Income for the year (IX+X)	1945.36	1616.80
XII. Dividend paid during the year	1536.83	1229.46
XIII. Balance carried to Profit & Loss Account	408.53	387.34
XIV. Basic/Diluted earning per Share of Rs. 100/- each (Figures in Rupees)	632.04	526.20

3.00 Standalone and Consolidated Financial Statements:

3.01 Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards (Ind- AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of the Annual Report.

3.02 As required under Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements in respect to the Company and its Associate Company-Isgec Heavy Engineering Limited.

3.03 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in Form AOC-1 containing salient features of the financial statement of Associate Company is annexed to the consolidated financial statements.

4.00 Amount transferred to Reserves, if any :

4.01 No amount was transferred to the Reserves during the year ended March 31, 2026.

5.00 Dividend:

5.01 Your Directors are pleased to recommend a final dividend of Rs. 500/- (five hundred) per equity share of 100/- each for the financial year ended March 31, 2026. The final dividend, if approved and declared in the forthcoming Annual General Meeting, will result outflow of Rs. 1536.82 lakhs.

5.02 Details of unclaimed dividend amounts transferred into Investor Education and Protection Fund (IEPF), during the Financial Year 2025-26, are as under:

Sr. No	Particulars	Unclaimed Dividend Amount (Rs.)
1.	Final Dividend for the Financial Year 2017-18	33,060

5.03 During the year, the Company has transferred 552 (Five hundred fifty-two) equity shares to Investor Education and Protection Fund Authority, in respect of which dividends had remained unclaimed for seven consecutive years.

5.04 Details of Unclaimed Dividend amounts are available on the website of the Company at : https://yamunasyndicate.com/unclaimed-dividends-and-shares/

6.00 State of Company Affairs and Operations including Management Discussion & Analysis:

6.01 Operational performance during Fiscal-2026 has been satisfactory when considered in the backdrop of difficult market conditions for distribution of lubricants and electrical products. Sales turnover increased by 6% over last year. Profit is on target and is somewhat better in comparison to last year.

6.02 Battery trading business recorded a good performance, and we were able to meet targets. The investment remained well under control.

6.03 Fuel Retail Outlet (diesel/petrol pump) continued to remain an important business segment during the year. Sales turnover as well as profit were good. There have been no supply side disruptions thus far.

6.04 Performance of electrical goods trading has been satisfactory particularly during 4 th quarter of the year under review. Volume of distribution of Air Conditioners increased owing to favorable climate projection. Sale of water heaters also remained buoyant.

6.05 Trading of automotive lubricants (Gulf Oil in Himachal & ExxonMobil in Yamunanagar area) was satisfactory, even though margins remained under pressure due to stiff competition. Customer Outstandings are a major issue, and we continue to focus on this challenge.

6.06 During second-half of the year, we entered into a new trading line of distribution of PVC Pipes for plumbing, agriculture, and drainage. Some progress has been made. However, we need to take further actions to establish the business profitably.

6.07 Overall net profit this year is higher than last year owing to increased dividend income from the Associate Company.

6.08 Scenario for Fiscal-2027 appears a little uncertain as of now due to the endless Hormuz crisis. Just to recall, most of our trading operations are intrinsically linked to the pricing and availability of crude oil. Supply side constraints may become challenging in the coming months. Procurement prices are already showing substantial escalation. On the positive side, demand for most traded products is expected to remain steady. We are confident of booking our share of business.

6.09 Human relations in the Company continued to remain cordial and peaceful during the year. (Implementation of the new Labour Codes is likely to result in revision of salary structure of some categories of employees). We continue to provide on the job training to staff members. We continue to frequently review our systems and processes, as well as manpower resource availability, with a view to improve efficiency of working, reduce costs and gear up for future needs.

6.10 As in previous years, we will continue to retain our focus on safety, quality and customer service. We shall also endeavor to identify new product lines for the enhancement of our trading operations. We shall also keep watch about any compelling need to exit from any of our present trading activities.

6.11 In compliance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, details of significant changes in key financial Ratio are given in Annexure-1.

7.00 Report on the Performance and Financial position of Isgec Heavy Engineering Limited (Associate Company):

7.01 The total income of the Associate Company has increased during the year. However, the Profit Before Tax (PBT) has reduced primarily due to a significant change in classification of one of its Step-Down Subsidiaries from discontinued operations to continuing operations. Consequently, substantial depreciation expense has been charged to the Statement of Profit and Loss during the year in respect this subsidiary.

However, the above change has not impacted the cash profit of the Associate Company, which has shown significant improvement during the year.

Further, the Step-Down Subsidiary has commenced commercial production and sales operations during the year, which is expected to contribute positively towards its financial performance in the coming years.

7.02 The other businesses of the Associate Company have shown healthy growth in terms of revenue and profitability, except for the sugar business, which is cyclical in nature and is expected to perform better in the forthcoming years.

7.03 The Associate Company is also undertaking capacity expansion in its manufacturing facilities, which is expected to enhance its revenue generation and profitability in the future.

7.04 The Associate Companys order book remain strong, with an increasing focus on securing export orders, which is expected to further enhance its revenue growth and profitability going forward.

8.00 Particulars of Investments, Loans/Guarantees :

8.01 Particulars of Investment made, Loans given and/or Guarantee/Security provided under Section 186 of the Companies Act, 2013 as at March 31, 2026, are as under:-

(T in Lakhs)

Sr. No	Particulars	Face Value per share	Number of Shares	As at 31.03.2026	As at 31.03.2025
1.	Investment in Eauity Shares :	Re 1/-	3,30,84,798	4057.97	4057.97
	Isgec Heavy Engineering Ltd.
2.	Loan/Guarantee/Security :			Nil	Nil

9.00 Share Capital and Change in Capital Structure :

9.01 As at March 31, 2026, the Authorized Share Capital was Rupees 3,25,00,000/- divided into

3,25,000 equity shares of 100/- each and Issued, Subscribed and Paid-up Share Capital was Rs.3,07,36,500/- divided into 3,07,365 equity shares of 100/- each.

9.02 During the Financial Year 2025-26, there is no change in authorized, issued, subscribed and paid-up equity share capital of the Company and the Company has not issued any kind of debt instrument (Convertible/Non-convertible) or any convertible instruments.

10.00 Related Party Transactions :

10.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company at:

https://yamunasyndicate.com/downloads/Policy_on_Materiality_of_Related_Party_Transactions_and_on_

Dealing_with_Related_Party_Transactions.pdf

10.02 The particulars of contracts arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-2 .

10.03 The Company has not entered into any contract/arrangement/transaction with related party(ies) which may be termed as material in nature and not executed in ordinary course of business and not on arms length basis.

10.04 The Company took necessary approval from the Audit Committee before entering into related party transaction(s) as required under the provisions of the Companies Act, 2013 read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11.00 Report of the Statutory Auditors :

11.01 M/s. Moudgil & Co., Chartered Accountants, (Firm Registration No. 001010N) were appointed as Statutory Auditors of the Company for a period of 05 years from the conclusion of 68 th Annual General Meeting until the conclusion of 73 rd Annual General Meeting, to be held in the year 2027.

11.02 There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in the Auditors Report on standalone and consolidated financial statements for the financial year ended March 31, 2026, needing explanation or comments by the Board.

11.03 The Auditors have not reported any frauds under sub-section (12) of the section 143 Companies Act, 2013 and rules made there under, to the Audit Committee or to the Board of Directors.

12.00 Report of the Secretarial Auditors :

12.01 M/s. Pramod Kothari & Company, a Peer-Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: S2012UP197900), have been appointed as Secretarial Auditors of the Company during the year under review, in the Annual General Meeting dated August 04, 2025, for a fixed term of five (5) consecutive years, commencing from financial year 2025-26 till financial year 2029-30.

12.02 Pursuant to Section 204 of the Companies Act, 2013, M/s. Pramod Kothari & Company, Secretarial Auditors have issued Secretarial Audit Report for the financial year 2025 -26 and is annexed as Annexure-3.

12.03 There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors in the Secretarial Audit Report needing explanation or comments by the Board.

13.00 Annual Return :

13.01 As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013, the Annual Return of the Company for the financial year 2025-26 is available on the website of the Company under web-link; https://yamunasyndicate.com/annual-returns/

14.00 Board Meetings :

14.01 Four Board Meetings were held during the year ended March 31, 2026.

15.00 Directors Responsibility Statement:

15.01 Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and based on the representation received from the operating management, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures;

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

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the

provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls 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 have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

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

16.00 Declaration by Independent Directors:

16.01 All the Independent Directors have furnished declarations that each of them meets the criteria of Independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 6(1) and (2) of the Companies (Appointment & Qualification of Directors) Rules, 2014 and clause (b) of Sub-regulation (1) of regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17.00 Policy on Appointment and Remuneration of Directors, Key Managerial Personnel, and other Employees :

17.01 The Nomination and Remuneration Committee formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other employees. While formulating the policy, the Committee has taken into account:

i) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

ii) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii) that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

17.02 The Nomination and Remuneration policy is available on the website at https://yamunasyndicate.com/downloads/Nomination_and_Remuneration_Committee_Policy.pdf

18.00 Changes in the nature of business, if any:

18.01 There is no change in the nature of business of the Company during the year.

18.02 There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

19.00 Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo:

19.01 The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption, are annexed as Annexure- 4.

20.00 Risk Management Policy :

20.01 The Board has developed and implemented a Risk Management Policy for the Company for identifying elements of risk, which in the opinion of the Board may threaten the existence of the Company. All efforts are taken to mitigate risks.

20.02 The Risk Management Policy is available on the website of the Company at https://yamunasyndicate.com/downloads/Risk_Management_Policy.pdf

21.00 Corporate Social Responsibility :

21.01 Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 as amended from time to time, are not applicable to the Company. Therefore the Company has not constituted Corporate Social Responsibility Committee of the Board of Directors.

22.00 Annual performance evaluation of the Board, its committees and of Individual Directors:

22.01 On the recommendation of the Nomination and Remuneration Committee, the Board has finalized a policy specifying manner for effective evaluation of performance of the entire Board, Committees, Independent Directors and Individual Directors. Such Policy is available on the website of the Company under the link :

https://yamunasyndicate.com/downloads/Performace_Evaluation_Policy.pdf

22.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors.

22.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

22.04 Independent Directors have also evaluated the performance of Non-independent directors, Chairman and the Board as a whole, at their separate meeting of Independent Directors, convened on March 26, 2026 without the attendance of Non-independent Directors and members of the management.

23.00 Details of Directors/Key Managerial Personnel appointed/resigned during the yea r:

23.01.01 The Board of Directors, on recommendation of the Nomination & Remuneration Committee, had appointed Mr. Praveen Soneja (DIN : 02827704) as an Additional Director in the category of Non-Executive Independent Director, with effect from May 06, 2025 to hold office until the conclusion of 71 st Annual General Meeting dated August 04, 2025.

23.01.02 During the Annual General Meeting dated August 04, 2025, the Shareholders approved appointment of Mr. Praveen Soneja, by way of passing a special resolution, as an Independent Director in the category of Non-executive Independent Director, to hold office, for a term of 5 (five) consecutive years with effect from May 06, 2025 (date of appointment as an Additional Director), upto and including May 05, 2030, and that he shall not be liable to retire by rotation.

23.02 Mr. Kishore Chatnani (DIN: 07805465) retired by rotation and was re-appointed as a NonExecutive, Non- Independent Director, in the last 71 st Annual General Meeting dated August 04, 2025.

23.03 There is no change in other Directors/Key Managerial Personnel, during the year.

24.00 Statement regarding integrity, expertise and experience (including the Proficiency) of Independent Director(s), appointed during the yea r:

24.01 Mr. Praveen Soneja (DIN : 02827704) appointed as Non-executive Independent Director during the financial year under review, has over 40 years multifaceted industry experience ranging from start-ups to well established multinationals. He has been in leadership role from past 20 Years. He has been leading Corporate teams, focussing on Strategic Planning, functional strategy, manufacturing operations, budgeting, and deployment of six sigma performance matrices.

24.02 In the Performance Evaluation conducted during the year 2025-26, the performance of Mr. Praveen Soneja was evaluated as satisfactory. He is effective and efficient in discharging his responsibilities as an Independent Director of the Company. Accordingly, in the Boards opinion, he is a person of integrity and possesses relevant expertise and experience and that his association would be of immense benefit to the Company in future.

24.03 In compliance with the Rule 6 of Companies (Appointment and Qualification of Directors), Rules, 2014, his name is included in the Independent Directors data bank of the Indian Institute of Corporate Affairs and he has successfully cleared online proficiency self-assessment test.

25.00 Name of Company(ies) which have become or ceased to be Subsidiaries, Joint Ventures, and Associates:

25.01 No new company has become or existing ceased to be a subsidiary, joint venture and associate company during the year under review.

26.00 Deposits :

26.01 The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits was outstanding as on the date of close of the financial year.

27.00 Details of significant & material orders :

27.01 There is no significant and material order passed by the regulators, courts or tribunals impacting the going concern status and Companys operations in future.

28.00 Internal Financial Controls :

28.01 In the opinion of the Statutory Auditors of the Company, the Company has, in all material respects, an adequate internal financial control systems over financial reporting and these are working effectively.

29.00 Maintenance of Cost Records :

29.01 Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the provision of maintenance of cost records is not applicable to the Company.

30.00 Prevention of Sexual Harassment of Women at workplace:

30.01 The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment.

30.02 Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace during the financial year under review and their breakup is as under:

[

a) No. of Complaints filed during the year: NIL

b) No. of Complaints disposed of during the year: NIL

c) No. of Complaints pending at end of year: NIL

31.00 Disclosure under Maternity Benefit Act, 1961:

31.01 The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time.

Further, in accordance with the provisions of the said Act, the Company provides maternity leave and other related benefits to its eligible women employees. The Company also ensures that the rights and benefits of women employees during maternity are protected, and that appropriate facilities and support are provided in compliance with the applicable statutory requirements.

32.00 Vigil Mechanism / Whistle Blower Policy :

32.01 The Board has framed Vigil Mechanism/ Whistle Blower Policy for Directors, Stakeholders, Individual Employees and their Representative Bodies in accordance with Sub-section (9) and (10) of Section 177 of the Companies Act, 2013 read with Rules made there under, Regulation 4(2)(d) and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. Details of Vigil Mechanism/ Whistle Blower Policy are given in the Corporate Governance Report.

32.02 The Vigil Mechanism/Whistle Blower Policy has been disclosed on the website of the Company at https://yamunasyndicate.com/downloads/Vigil_Mechanism_Whistle_Blower_Policy.pdf

33.00 Credit Rating :

33.01 The Company has obtained Credit Rating from M/s. ICRA Limited, as under :-

Limits		Rating Assigned by ICRA Ltd ( vide communication letter dated 19.01.2026)
Unallocated Limits (Long term/Short term)	Rs. 10.20 Crore	[ICRA] A- (Stable)/ [ICRA] A2+ Reaffirmed (No change during the year under review)

34.00 Disclosure regarding remuneration of Employees :

34.01 Disclosures regarding remuneration as required under Section 197(12) of the Companies Act, 2013 are annexed as Annexure- 5.

34.02 Detail about the employees in receipt of remuneration of not less than one crore and two lakh rupees or above throughout the financial year or eight lakh and fifty thousand rupees per month during any part of the year as required under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is not given in the Boards Report, as there are no such employees.

35.00 Secretarial Standards :

35.01 The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36.00 Composition of Audit Committee :

36.01 The composition of Audit Committee is as below:-

S.No.	Name of Committee Member	Position
1.	Mrs. Reva Khanna (DIN: 00413270)	Chairperson
2.	Mr. Kapil Bhalla (DIN: 00758498)	Member
3.	Mr. Aditya Puri (DIN : 00052534)	Member
4.	Mr. Praveen Soneja (DIN : 02827704)	Member (*)

(*) Appointed as member with effect from May 21, 2025.

36.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.

37.00 Report on Corporate Governance :

37.01 Report on Corporate Governance for the financial year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure-6 .

38.00 Industrial Relations :

38.01 Industrial relations remained peaceful.

39.00 General Disclosure :

39.01 The Board confirms that:

i. No application has been made, nor are any proceedings pending, under the Insolvency and Bankruptcy Code, 2016, as at the end of the financial year 2025-26.

ii. The disclosure regarding the details of difference between the amount of valuation at the time of one-time settlement and valuation done while taking loans from banks or financial institutions is not applicable, during the financial year under review.

40.00 Personnel :

40.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

41.00 Acknowledgements :

41.01 Your Directors take this opportunity to thank the Banks, Government Authorities, Regulatory Authorities, and the Shareholders for their continued co-operation and support to the Company.

42.00 With these remarks, we present the Accounts for the year ended March 31, 2026.

For and on behalf of the Board of Directors of The Yamuna Syndicate Limited

Date : May 29, 2026	(Ranjit Puri)
Place : New Delhi	Chairman
(The accompanying Annexures form an integral part of the Board\u2019s Report).	DIN : 00052459

THE YAMUNA SYNDICATE LIMITED

Details of significant changes in Key Financial Ratios

Annexure-1

Ratios		FY 2025-2026	FY 2024-2025	Percentage variance	Explanation for any change in the ratio by more than 25% as compared to the preceding year
1 Debtors Turnover Ratio	Revenue from operations/Average debtors	14.98	17.18	-12.82%	Not Applicable
2 Inventory Turnover Ratio	Sale of products /Average inventory	8.02	7.98	0.53%	Not Applicable
3 Interest Coverage Ratio	Profit before interest & tax/ Interest cost				Not Applicable
4 Current Ratio	Current assets/ Current liabilities	20.87	24.99	-16.50%	Not Applicable
5 Debt-Equity Ratio	Total debt/Total equity				Not Applicable
6 Operating Profit Margin	Operating Profit before interest & tax / Revenue from operations	1.77%	1.93%	-8.29%	Not Applicable
7 Net Profit Margin	*Profit after tax/Revenue from operations	28.14%	24.95%	12.76%	Not Applicable
8 Return on Net worth	*Profit after tax/Total equity	19.59%	17.02%	15.06%	Not Applicable

* Profit after tax before other comprehensive income