To
The Members,
Yash Management and Satellite Ltd.
Your directors are pleased to present the 33 rd Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.
The financial statements are prepared in accordance with Indian Accounting Standards (‘Ind AS).
FINANCIAL PERFORMANCE
Consolidated Operations:
| Particulars | Consolidated | |
| Year Ended 31st March, | ||
| 2026 | 2025 | |
| Revenue from Operations | 275,183.82 | 2,98,536.25 |
| Other Income | 7,349.77 | 13,544.03 |
| - Total Income | 282,533.59 | 312,080.28 |
| Total Expenses | 280,861.74 | 330,535.84 |
| Profit / (Loss) Before Tax | 1,671.85 | (18,455.56) |
| Profit / (Loss) After Tax | 1,673.13 | (18,455.69) |
| - Total Comprehensive Income | 3,687.17 | (14,624.38) |
| Profit/(loss) after Tax | 1,673.13 | (18,455.69) |
| Other Comprehensive Income (net of tax) | 2,014.04 | 3,831.31 |
| Total Comprehensive Income | 3,687.17 | (14624.38) |
Standalone Operations:
| Particulars | Standalone | |
| Year Ended 31st March, | ||
| 2026 | 2025 | |
| Revenue from Operations | 275,183.82 | 298,536.25 |
| Other Income | 5,206.23 | 8,941.20 |
| - Total Income | 280,390.05 | 307,477.45 |
| Total Expenses | 280,487.48 | 329,098.87 |
| - Profit / (Loss) Before Tax | (97.43) | (21,621.42) |
| Tax Expense | NIL | NIL |
| Profit / (Loss) After Tax | (97.43) | (21,621.42) |
| Other Comprehensive Income | 2,014.04 | 3,831.31 |
| Total Comprehensive Income | 1,916.61 | (17,790.11) |
| Earnings Per Share (Basic & Diluted) | 0.11 | (1.05) |
STATE OF COMPANYS AFFAIRS
During the year under review, the Company continued its business operations in trading and investment activities. The Company recorded standalone revenue from operations of ? 2,75,183.82 thousand as against ? 2,98,536.25 thousand in the previous financial year.
The Company incurred a total comprehensive income of ? 1916.61 thousand during the year under review as compared to a total comprehensive loss of ? 17,790.11 thousand in the previous year. On consolidated basis, the Group reported total comprehensive income of ? 3,687.17.
The management continues to focus on operational efficiency, prudent cost management, strengthening internal controls and exploring new business opportunities.
CAPITAL STRUCTURE
During the year under review, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.
The paid-up equity share capital of the Company as on March 31, 2026 stood at ? 17 Crores divided into 1,70,00,000 equity shares of ? 10/- each.
The Company had not issued any equity shares with differential rights during the F.Y. 2025-26 and hence, the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.
The companys equity shares are listed with the BSE Ltd.
OTHER EQUITY
The Standalone total other equity increased to INR 86,623.34 thousand as compared to INR 84,706.73 thousand as of FY 2025, Increase of INR 1,916.61 thousand.
The Consolidated other equity increased to INR 52,556.93 thousand as compared to INR 49,560.25 thousand as of FY 2025, Increase of INR 2,996.68 thousand.
The Securities premium reserve balances stood at INR 67,500 thousand.
The balance of the Retained earnings after the appropriations for the year is INR (5,421.63) thousand on Standalone basis.
On consolidated basis, the balance in the Retained earnings stands at INR (39,488.04) thousand.
DIVIDEND
In view of the financial position of the Company and conserve resources for future business operations, your directors do not recommend any dividend for the financial year ended March 31, 2026.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") disclosure on particulars relating to Investment in other Companies and details of loans and guarantee given by the Company to its subsidiary are given in the notes to the financial statements.
SUBSIDIARIES
As on March 31, 2026, the Company had subsidiary company namely Sudarshan Polyfab Private Limited
A statement containing salient features of the financial statements of subsidiaries / associates / joint ventures in Form AOC-1 forms part of the Annual Report as Annexure - I.
The Consolidated Financial Statements prepared in accordance with applicable Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.
The statement also provides the details of performance, financial position of the subsidiary. The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Companys website at: www.yashmanagement.in.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, is available on the Companys website at: www.vashmanagement.in.
MATERIAL CHANGE AND COMMITMENT
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this Report.
HUMAN RESOURCES
The company always regards human resources as its most valuable asset and continuously evolves policies and process to attract and retain its substantial pool of managerial resources through friendly work environment that encourages initiatives by individuals and recognizes their performance.
PARTICULARS OF EMPLOYEE AND REMUNERATION
Information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)/amendment(s)/re-enactment thereof, for the time being in force), is set out in Annexure-II hereto, which forms part of this Boards Report.
CORPORATE GOVERNANCE
As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance forms an integral part of this Report. The requisite Compliance certificate as required under Part E of Schedule V of the Listing Regulation, issued by M/s. BKG & Associates, Chartered Accountants pertaining to the compliance of the conditions of Corporate Governance is Annexed.
RISK MANAGEMENT POLICY
The risk management philosophy of the Company is built based on its vision and strategic goals. Since, risk is an integral part of every business activity, the Company aims to embed risk management in its regular course of business. This ensures that risk management is not seen as a traditional silo based activity but is practiced by individual functions/business as a part of their day to day operations. Risk Management policy is framed with the aims at assessing threats to business sustainability and mitigating those threats. The Board of Directors along with the senior management of the Company having deep industry experience has developed and approved the Risk Management Policy framework and Guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover, in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision-making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting on a periodic basis.
INTERNAL CONTROL SYSTEM
The details in respect of internal control systems and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual report.The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details,
refer to the ‘Internal control systems and their adequacy section in the Managements discussion and analysis, which forms part of this Annual Report.
CODE OF PREVENTION
The Company has adopted a Securities Dealing Code to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares, disclosures to be made, and consequences for violation and handing and sharing Unpublished Price Sensitive Information (‘UPSI).
CODE OF FAIR DISCLOSURE
The Companys Code of Fair Disclosure is placed on the website of the Company www.yashmanagement.in.
RELATED PARTY TRANSACTION
There was no related party transaction (RPTs) entered into by the Company during the financial year except payment of remuneration to KMP and Payment of Rent, which attracted the provisions of Section 188 of the Companies Act, 2013. Accordingly, disclosures of related party transactions in Form AOC - 2 have not been furnished. There were no ‘material related party transactions undertaken by the Company during the year that require shareholders approval under regulation 23(4) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. Suitable disclosures as required under Ind AS- 24 have been made in the Notes to the financial statements. All Related Party Transactions were placed before the Audit Committee and Board for their approval. Your Company has formulated policy of Related Party Transaction which is also available on the website of the Company www.yashmanagement.in.
The Company has not accepted/renewed any fixed deposits from the public or the Members, within the meaning of the Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2025-26, and, as such, no amount of principal or interest on deposits from public or the Members, was outstanding as on the Balance Sheet date.
a) Conservation of Energy & Technology Absorption
The Company is not engaged in manufacturing activities and therefore provisions relating to conservation of energy and technology absorption are not applicable to it. However, efforts are being made to minimize consumption of energy, wherever possible.
b) Foreign Exchange Earnings and Outgo
i. Foreign exchange earnings - Rs. Nil
ii. Foreign Exchange outgo - Rs. Nil
Management Discussion and Analysis Report a detailed analysis of the Companys performance is disclosed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
The directors confirm that:
• In 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.
• They 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 of the Company for that period.
• They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
• They have prepared the annual accounts on a going concern basis.
• They have laid down internal financial controls, which are adequate and are operating effectively.
• They have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.
During the year Mr. Yash Gupta (DIN: 07638743) was appointed as Managing Director of the company for the period of five-year w.e.f. 17th May, 2025 till 16th May, 2030 and Mr. Pawan Agrawal (DIN: 11021699) was appointed as Non- Executive Independent Director of the Company w.e.f. 17th May, 2025 who shall hold office for a period of 5 consecutive years up to 16th May, 2030. Both the appointments were approved by the shareholders at the Annual General Meeting held on July 29, 2025.
In accordance with the provisions of Companies Act, 2013, Mrs. Navrati Gupta having DIN 00399022 Director of the Company, retire by rotation at this Annual General Meeting and, being eligible; offer herself for re-appointment at the Annual General Meeting. The information of Directors seeking appointment / reappointment at the Annual General Meeting to be given to the shareholder is being provided separately in the Notice of the Annual General Meeting attached to the Annual Report. Members are requested to refer to the Notice convening the Annual General Meeting.
Seven Meetings of the Board were held during the year. For details of the meetings of the Board, you may refer to the Corporate Governance Report, which forms part of this Annual Report.
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015.
In the opinion of the Board, all Independent Directors possess integrity, expertise and experience required for discharge of their duties
The Ministry of Corporate Affairs (MCA) in association with Indian Institute of Corporate Affairs (IICA) have introduced the maintenance of a comprehensive online databank for all the existing and aspiring Independent
Directors (ID) by the IICA. The Independent Directors have registered themselves on the data bank for Independent Directors.
Annual Performance Evaluation was carried out for all Board Members, for the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013. The Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.
The Board evaluation was carried out based on responses received from the Directors on the questionnaire designed.
The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Chairman of the Board / the Nomination and Remuneration Committee (‘NRC) reviews the performance of the individual directors based on the criteria approved by the Board.
In a separate meeting of Independent Directors held on January 23rd 2026, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.
The Company conducts familiarization programs for its Directors which includes discussion on Industry Outlook, Regulatory updates at Board and Audit Committee meetings covering changes with respect to the Companies Act, taxation and other applicable law and matters, presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Framework for Related Party Transactions, etc. The Executive Director and senior management personnel make presentations at the Board meetings about Companys operations, markets, financial results, human resources, and on other important aspects.
The terms and conditions of the appointment of every Independent Director is available on the website of the Company at: www.yashmanagement.in.
Details of the familiarization programs of the Independent Directors are available on website of the Company at: www.yashmanagement.in.
The Board of Directors have following committees as on March 31, 2026:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the composition of the committees and attendance of the meetings of Committees of the Board are provided in the Corporate Governance Report.
The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.
The Nomination & Remuneration Committee has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director. The details of
"Nominations and Remuneration Policy" are explained in the Report on Corporate Governance along with the other details, which forms part of this Boards Report.
In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company www.yashmanagement.in
Statutory Auditors
M/s. BKG & Associates, Chartered Accountants, (FRN:114852W) Statutory Auditors of the Company, continue to hold office in accordance with the provisions of the Companies Act, 2013.
M/s BKG & Associates, Chartered Accountants, (FRN:114852W) was appointed as the statutory auditors of the Company, to hold office for a period of five consecutive years from the conclusion of the 29th AGM of the Company held in 2022, till the conclusion of the 34thAGM to be held in 2027-28.
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.
There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with recent amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the appointment of Secretarial Auditor of the Company is required to be approved by the members of the Company. The Board of Directors at the Board meeting held on June 07, 2025, has recommended appointment of M/s. Mukesh Purohit & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for a period of five years, i.e., from FY 2026 to FY 2030.
The Company has received written consent and a certificate that M/s. Mukesh Purohit & Co., satisfy the criteria for appointment as Secretarial Auditor and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
The Secretarial Audit Report in Form MR-3 forms part of the Annual Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Internal Auditor
Pursuant to Section 138 of the Companies Act, 2013, the Company has adequate internal audit system commensurate with the size and nature of its business.
The Secretarial Audit of M/s Sudarshan Polyfab Private Limited (SPPL), a material subsidiary of the Company was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year 2025-26.
The Secretarial Audit Report of SPPL, submitted by M/s. Mukesh Purohit & Co., Practicing Company Secretaries, Mumbai, does not contain any qualification, reservation or adverse remark or disclaimer.
The Secretarial Audit report of SPPL for the financial year 2025-26 is annexed to this report as Annexure-IV.
During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.
The Company is not required to maintain cost records as specified under Sub-section (1) of Section 148 of the Companies Act, 2013.
No orders have been passed by any Regulator or Court or Tribunal which could have an impact on the going concern status and the Companys operations in future.
The provisions of Corporate Social Responsibility are not applicable to the company as the company does not fall into ambit of the provisions of section 135 of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at http://www.yashmanagement.in/Annual-General-Meeting.html.
Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints.
The Company continues to support the sustainability initiative with the aim of going green and minimizing the impact on the environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.vashmanagement.in. Notice calling the Annual General Meeting, Corporate Governance report, Directors Report, Audited Financial Statements, Auditors Report, etc., are being sent only through electronic mode to those members whose email addresses are registered with the Company / depositories. The Company shall send letter under regulation 36 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 to those shareholders who have not registered their email Ids either with Company or Depository or RTA, giving link of website of the Company where annual report is uploaded. Members may note that notice and Annual Report for the Financial Year 2025-2026 will also be available on Companys website www.yashmanagement.in, and on the website of CDSL www.evoting.cdsl.com.
The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.
The facility of electronic voting system shall be made available during the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their rights to vote during the AGM through electronic voting system.
During the year under review there has been no change in the nature of business of the Company.
The Board of Directors has decided not to transfer any amount to General Reserve during the financial year under review.
ACKNOWLEDGEMENT
The Directors take this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.
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