Yash Trading & Finance Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting 40th Annual Report of Yash Trading and Finance Limited (The Company), together with the Audited Financial Statements (for the Financial Year ended March 31, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

(In Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	-	-
Other Income	0.01	2.74
Total Income	0.01	2.74
Depreciation & Amortisation	-	-
Profit before Tax	(24.06)	(19.93)
Total Tax Expenses	-	-
Net Profit	(24.06)	(19.93)
Earnings Per Equity Share (in Rs.)
Basic	(3.42)	(8.13)
Diluted	(3.42)	(8.13)

Note: Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current years classification/disclosure.

OVERVIEW

During the year under review, the company has not carried any trading activities therefore there is no Revenue from Operations.Company has earned income from dealing in securities amounting to Rs. 1,178. The profit after tax (“PAT”) attributable to shareholder for FY 2024-25 was loss of Rs. 24.06 (in lakhs) as against loss of Rs. 19.93 (in lakhs) for FY 2023-24.

Earnings per share was Rs. (3.43) (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs.(8.13) (Basic) and (Diluted) in FY 2023-24.

The companys Financial Statements have been prepared in compliance with the Indian Accounting Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicable provisions of the Act. The annual accounts have been prepared without any significant deviations from the prescribed accounting norms.

The company ensures timely adoption of new or amended Ind-AS as applicable, and any material impact arising from such changes is appropriately disclosed in the financial statements. The financial reporting process involves a thorough review by the finance team and consultation with external auditors to ensure adherence to statutory requirements.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to General Reserves for the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year. The company has proposed to enter into the business of Solarfusion and Renewables in next financial year.

CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has not changed its name. DIVIDEND

Your Directors did not recommend any dividend for the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 202425.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no related party transactions that were entered into during the financial year. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated personnel or other designated persons, which may have potential conflict with interest of the company at large.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Information of employees as per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014for the Financial Year is “NIL”.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

There has been increase in the Authorized Share Capital of your Company during the year under review. Company increased its authorized share capital of the company to Rs 3,00,00,000/- (Rupees Three Crore only) consisting of 30,00,000 (Thirty Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) equity shares of face value of Rs.10/- under section 61 of the Companies Act, 2013. The same was also approved by Shareholders in Extra-Ordinary General Meeting held on 25th January, 2025 and MOA was altered accordingly.

Company increased its authorized share capital of the company to Rs 10,00,00,000/- (Rupees Ten Crore only) consisting of 1,00,00,000 (One Crores) Equity Shares of face value of Rs. 10/- (Rupees Ten only) under section 61 of the Companies Act, 2013. The same was also approved by Shareholders in Extra-Ordinary General Meeting held on 15th May, 2025 and MOA was altered accordingly.

Similarly Paid up capital was increased to Rs. 3,00,00,000/- (Rupees Three Crores only) consisting of 30,00,000 (Thirty Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) as Board in their meeting held on 24th December,2024 approved Preferential Issue and Allotment of 27,55,000 Equity Shares of Face Value Rs. 10/- each to Non-Promoter(s) of the company in accordance with the provisions of Sections 23(1)(b), 39 & 42, and other applicable provisions, if any, of the Companies Act, 2013 and Chapter-V of the Preferential Issue as contained in the Securities and Exchange Board of India (“Issue of Capital and Disclosure Requirements”) Regulations, 2018.The same was also approved by Shareholders in Extra-Ordinary General Meeting held on 25TH January, 2025.

Similarly Paid up capital was increased to Rs. 10,00,00,000/- (Rupees Ten Crores only) consisting of 1,00,00,000 (One Crores) Equity Shares of face value of Rs. 10/- (Rupees Ten only) as Board in their meeting held on 09TH April, 2025 approved Preferential Issue and Allotment of 70,00,000 Equity Shares to Proposed Allottees of the Company in accordance with Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 on a preferential basis at an issue price of Rs. 12/- each having face value of Rs. 10/- each. The same was also approved by Shareholders in Extra-Ordinary General Meeting held on 15th May, 2025.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on the following Stock Exchange:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Associates and Joint Venture companies during the year FY 2024-2025. 9. On 17th April, 2025, company had informed Stock Exchange about finalization of terms of Acquisition of Management and control including purchase of shares of M/s. SOLARFUSION RENEWABLES PRIVATE LIMITED under Regulation 30 of SEBI (LODR) Regulations, 2015. Therefore the said company had become 100% subsidiary of the company for FY 2025-2026.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.yashtradingfinance.com .

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure -I forming part of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the composition of the Board reflects an optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge, financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to informed decision-making and help maintain the Companys strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of six (6) Directors, including:

• One Executive Directors ;

• One Non Executive Directors; and

• Four Non Executive Independent Director including one Independent Woman Director

Sr.No	DIN	Name of Directors	Designation
1	00389283	Dinesh Mundhra	Non Executive Director
2	10989282	Vishvajitsinh Dilipsinh Jadeja	Managing Director
3	07706503	Akhil Nair	Non Executive Independent Director
4	10988728	Shitalbhai Mohanbhai Patel	Non Executive Independent Director
5	02796417	Aakansha Vaid	Non Executive Independent Director
6	03609521	Amarendra Mohapatra	Non Executive Independent Director

Company Secretary, CEO & Chief Financial Officer:

Kavita Akshay Chhajer	Company Secretary and Compliance Officer
Vishvajitsinh Dilipsinh Jadeja	Chief Financial Officer

Appointment/ Re-appointment

During the Financial Year 2024-25:

1. Mr. Bharatkumar Pramodbhai Suchak (DIN: 05154775) appointed as (Non Executive- Independent Director) Additional Director of the Company w.e.f. 25th September, 2024 and regularised at the 39th Annual General Meeting dated 30th September, 2024;

2. Mrs. Himani Bhootra (DIN: 09811030) appointed as (Non Executive- Independent Director) Additional Director of the Company w.e.f. 25th September, 2024 and regularised at the 39th Annual General Meeting dated 30th September, 2024;

3. Mr. Amarendra Mohapatra (DIN: 03609521 ) appointed as (Non-executive Independent) Additional Director of the Company w.e.f 19th December, 2024 and regularised at the Extra-Ordinary General Meeting dated 15th May , 2025;

4. Mrs. Aakansha Vaid (DIN: 02796417) appointed as (Non-executive Independent) Additional Director of the Company w.e.f 19th December, 2024 and regularised at the Extra-Ordinary General Meeting dated 15th May , 2025;

5. Mr. Sadiq Dawood Patel (DIN: 06911684) resigned from the post of Managing Director and Chief Financial Officer (CFO) w.e.f 24th December, 2024;

6. Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) appointed as (Executive -Managing Director) Additional Director of the Company w.e.f 10th March, 2025 and regularised at the Extra-Ordinary General Meeting dated 15th May , 2025;

7. Mr. Vishvajitsinh Dilipsinh Jadeja appointed as Chief Financial Officer (CFO) of The Company w.e.f 10th March, 2025;

8. Mr. Shitalbhai Mohanbhai Patel (DIN: 10988728) appointed as (Non-executive Independent) Additional Director of the Company w.e.f 10th March, 2025 and regularised at the Extra-Ordinary General Meeting dated 15th May , 2025;

9. Mr. Akhil Nair (DIN: 07706503) appointed as (Non-executive Independent) Additional Director of the Company w.e.f 10th March, 2025 and regularised at the Extra-Ordinary General Meeting dated 15th May , 2025;

10. Mr. Bharatkumar Pramodbhai Suchak (DIN: 05154775) resigned from the post of NonExecutive Independent Director w.e.f 9th April, 2025;

11. Mrs. Himani Bhootra (DIN: 09811030) resigned from the post of Non-Executive Independent Director w.e.f 9th April, 2025;

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.

Mr Dinesh Mundhra (DIN: 00389283), who retires by rotation as a Director being longest in the office are liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, has sought re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr Dinesh Mundhra (DIN: 00389283), are provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Composition of committees of the Board:

Board of Directors of the Company in their meeting held on 1st March, 2025 have reconstituted the composition of Committees of the Board which is as follows:

Audit Committee

Mr. Akhil Nair	Chairman
Mrs. Aakansha Vaid	Member
Mr. Shitalbhai Mohanbhai Patel	Member
Mr. Vishvajitsinh Dilipsinh Jadeja	Member

Nomination and Remuneration Committee

Mr. Shitalbhai Mohanbhai Patel	Chairman
Mrs. Aakansha Vaid	Member
Mr. Akhil Nair	Member

Stakeholders Relationship Committee

Mr. Akhil Nair	Chairman
Mrs. Aakansha Vaid	Member
Mr. Shitalbhai Mohanbhai Patel	Member
Mr. Vishvajitsinh Dilipsinh Jadeja	Member

ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance of Board Meetings and Board Committee Meetings.

b) Quality of contribution to Board deliberations.

c) Strategic perspectives or inputs regarding future growth of Company and its performance.

d) Providing perspectives and feedback going beyond information provided by the management.

e) Commitment to shareholder and other stakeholder interests.

f) The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

Independent Directors

Statement on declaration given by Independent Directors

The Company has four Independent Directors as on date , namely Mr. Shitalbhai Mohanbhai Patel, Mr. Akhil Nair, Mrs. Aakansha Vaid and Mr. Amarendra Mohapatra. Each of them has submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have further confirmed that they are not aware of any circumstances or situations that could impair their independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the Companys Code of Conduct. There has been no change in the status or circumstances that would affect their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their registration in the Independent Directors databank, maintained by the Indian Institute of Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at www.vashtradingfinance.com.

Familiarization Programme for Independent Directors

Your Company has adopted a formal Familiarisation Programme for Independent Directors to support their effective participation on the Board. As part of the familiarisation process, the Company provides detailed insights into its business operations, industry dynamics, organizational structure, and group-level businesses. Independent Directors are also informed about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

The details of Familiarization Programmes are placed on the website of the company and the website of the company www.yashtradingfinance.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31st March, 2025; the Board of Directors hereby confirms that:

I. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there were no material departures;

II. 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 as on March 31, 2025 and of the profit of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. The Directors have prepared the annual accounts on a going concern basis;

V. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE:

During the year under review, the Board has demonstrated a high level of involvement in guiding the Company, supported by detailed discussions and timely decisions. In cases of urgent or extraordinary matters arising between scheduled meetings, the Boards approval is obtained through resolutions passed by circulation, in accordance with the provisions of the Act and relevant rules. These resolutions are noted and ratified at the subsequent Board meeting to ensure formal documentation and compliance.

During the financial year, Nine (9) meetings of the Board of Directors were held, the details of which are given as follows. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

Meeting	No. of Meetings during the Financial Year 2024-25	Date of the Meeting
Board Meeting	9	10.05.2024
		26.07.2024
		05.09.2024
		14.11.2024
		19.12.2024
		24.12.2024
		10.02.2025
		25.02.2025
		01.03.2025
Audit Committee	4	10.05.2024
		26.07.2024
		14.11.2024
		10.02.2025
Nomination & Remuneration Committee	3	05.09.2024
		19.12.2025
		25.02.2025
Independent Directors	1	01.03.2025

CORPORATE GOVERNANCE REPORT

As on 31st March, 2025 the paid up share capital of the company was not exceeding Rs. 10 Cr. and net worth not exceeding Rs. 25 Cr. Hence. the Corporate Governance Report not applicable.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met 1 (one) time on March 01, 2025.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted the following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

During the year, all recommendations made by the committees were approved by the Board. CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 all companies having net worth of 500 crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a appropriate corporate social responsibility CSR Committee of the Board of Directors comprising there or more directors, at least one of whom an independent director and such company shall spend at least 2 % of the average net profits of the Companys three immediately preceding financial year. The Company presently does not with any of the criteria stated herein above.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

1. An Open Offer has been made pursuant to Regulations 3(1) and 4 read with 13(1) and 15(1) of the Takeover Code for the purpose of substantial acquisition of equity shares and control by Mr. Vasantkumar Lavjibhai Mangroliya, Mr. Madhu Nanji Vekaria, Mr. Vinubhai Nanjibhai Vekaria, Mr. Manan Pavankumar T rivedi and Mr. Pavankumar Dhirajlal T rivedi. A Share Purchase Agreement has been executed on April 9, 2025, amongst the Acquirers and Sellers pursuant to which the Acquirers have agreed to acquire 27,55,000 (Twenty- Seven Lakhs Fifty-Five Thousand) Equity Shares of the Target Company of Rs.10/- each representing 27.55% of the fully diluted expanded paid-up capital of the company (“Underlying Transaction”) as at the end of the 10th working day from the expiry of the Tendering Period. Further, the Acquirers are taking steps to acquire up to 43,00,000 fully paid Equity Shares of Rs.10/- each representing 43% of the fully diluted expanded paid- up capital of the company by way of preferential allotment and are making an open offer to acquire up to 26,00,000 fully paid-up equity shares of Rs. 10/- each, representing 26% of the fully diluted expanded paid-up capital of the company of the Target Company on a fully diluted basis as of the 10 th (tenth) working day from the closure of the tendering period of the Open Offer.

2. Vide Extra Ordinary General Meeting dated 25th January, 2025 followings business has been passed:

a. Preferential issue and allotment of 27,55,000 equity shares of face value of Rs. 10 /- each to Non-Promoter(s) of the company.

b. To consider and approve the Increase in Authorized share capital of the company up to Rs. 3,00,00,000/- (Rupees Three Crore Only) consisting of 30,00,000 (Thirty Lakhs) equity shares of face value of Rs. 10/- (Rupees Ten Only) equity shares of face value of Rs.10/- under section 61 of the Companies Act, 2013..

c. To consider and approve the increase in borrowing limit and creation of security on the assets of the company under section 180 of the Companies Act, 2013.

d. Approval of loans, investments, guarantee or security under section 185 of Companies Act, 2013

e. To make loans or investment(s) or provide security and give guarantee in excess of the limits prescribed under section 186 of the Companies Act, 2013.

3. Vide Extra Ordinary General Meeting dated 15th May, 2025 followings business has been passed:

a. Preferential issue and allotment of 70,00,000 equity shares of face value of Rs. 10 /- each at a premium of Rs.12/- each to Non-Promoter(s) of the company.

b. To consider and approve the increase in authorized share capital of the company up to Rs. 10,00,00,000/- (Rupees Ten Crore Only) consisting of 1,00,00,000 (One Crore) Equity Shares of face value of Rs. under section 61 of the companies act, 2013.

c. To regularise/appoint Mrs. Aakansha Vaid (DIN: 02796417) as an Independent Director of the company.

d. To regularise/appoint Mr. Amarendra Mohapatra (DIN: 03609521) as an Independent Director of the company.

e. To regularise/appoint Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) as director of the company

f. Appointment of Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) as Managing Director of the company and fixing his remuneration.

g. To regularise/appoint Mr. Akhil Nair (DIN: 07706503) as an Independent Director of the company.

h. To regularise/appoint Mr. Shitalbhai Mohanbhai Patel (DIN: 10988728) as an Independent Director of the company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2025, the Board consists of 6 members. Out of which One is executive Director, Four are non - executive Independent Director and One non - executive Non Independent Director.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee.

RISK MANAGEMENT POLICY:

Yash Trading and Finance Limited is exposed to risks such as liquidity risk, Interest rate risk, Credit risk and Operational risk that are inherent in the construction cum infrastructure businesses and has extended the scope in the petroleum business. The infrastructure and realty segment presently witnessing down trend. The Company decides to follow the infrastructure and government sponsored projects in future as well as petroleum business.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly Yash

Trading and Finance Limited works to strengthen such structures. We believe that a strong internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations. The internal controls ensure the reliability of data and financial information to maintain accountability of assets.

The Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. Critical functions are rigorously reviewed and the reports are shared with the Management for timely corrective actions, if any. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas.

The internal and operational audit is entrusted to M/s R Jatalia & Co. The main focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. For ensuring independence of audits, internal auditors report directly to the Audit Committee. any. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas.

REPORTING OF FRAUDS BY AUDITORS:

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.

STATUTORY AUDITORS:

M/s. Bhatter & Co, (ICAI Firm Registration No.: 131092W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the 37th Annual General Meeting (AGM) to 42nd AGM on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017 effective from May 07, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

Ms. Sonam Jain, Practicing Company Secretary (Membership No: F9871, C.P. No. 12402) was appointed to conduct the Secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2024-25 is Annexure-II to this Boards Report.

The Board in its meeting held on 20th May, 2025 recommended to appoint Mrs. Mayuri Jain from M/s Jain Mayuri & Associates for the financial year 2025-26 to 2029-30.

INTERNAL AUDITORS:

The Company has appointed M/s.R. Jatalia & Co., as the Internal Auditors of the company for the Financial Year 2024-25. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys products/business of the Company for FY 2024-25.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the Companys website. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis. Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, there were no contract where in the related parties are interested. In accordance with the provisions of the Companies Act, 2013, the details of related party transactions are available in the Notes to the Standalone financial statements section of the Annual Report.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company. The relationship with the workers of the Companys manufacturing units and other staff has continued to be cordial. To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours from 11 a.m. to 5 p.m. on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, T echnology Absorption are not applicable in the case of the company. However, the company took adequate steps to conserve the Energy and used the latest technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

SHIFTING OF THE REGISTERED OFFICE WITHIN THE LIMITS OF THE CITY:

The Board in their meeting held on 24th December, 2024 decided change in the Registered office from 1207-A, P.J. Towers, Dalal Street, Fort, Mumbai-400 001 to 103, B Wing, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri East, Mumbai 400072.

DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

DISCLOSURE UNDER SEXUAL HARRASMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company 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 there under for prevention and redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the Companys website www.yashtradingfinance.com.

The details of Number of complaints of Sexual Harassment received, Number of complaints disposed of and Number of cases pending for more than ninety days in the Financial Year as stated below:

SL No.	Particulars	Comments
1	Number of complaints of sexual harassment received in the year	NIL
2	Number of complaints disposed off during the year	NIL
3	Number of cases pending for more than ninety days	NIL

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:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

No application made or no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

CAUTIONARY STATEMENT:

The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

	For and behalf of Board of Directors
	Yash Trading and Finance Limited
	Sd/-	Sd/-
	Vishvajitsinh Dilipsinh Jadeja	Dinesh Mundhra
Date: 13.08.2025	Managing Director	Director
Place: Mumbai	DIN:10989282	DIN:00389283