Yasho Industries Ltd Directors Report

To

The Members,

Yasho Industries Limited

The Board of Directors (the "Board") are pleased to present the 39th (Thirty Nineth) Annual Report on the performance of your Company together with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

Key highlights of the financial performance of your Company are summarized below:

(Rs in Lakhs)

	Standalone		Consolidated
Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from operations	68,146.05	60,322.88	67,725.58	60,097.03
Profit before Tax	833.56	7,633.77	902.53	7,672.23
Less: Tax Expenses	231.07	1,921.36	291.01	1,878.56
Profit after tax	692.49	5,712.42	610.52	5,793.67
Add: Balance brought forward	23,159.59	17,504.25	23,553.87	17,817.27
Less: Dividend Paid	57.00	57.00	57.00	57.00
Net Profit available for appropriation	23,705.09	23,159.59	24,108.39	23,553.87

STATE OF COMPANYS AFFAIRS

Discussion on state of your Companys affairs has been covered as part of the Managing Director & CEOs Communique for the year under review.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2025.

DIVIDEND

The Board of Directors, at its meeting held on May 02, 2025, has recommended a final dividend of 0.50/- per equity share for the year ending March 31, 2025, subject to the approval of the Members at the 39th Annual General Meeting (AGM7). The dividend, if approved by the shareholders, would involve cash outflow of 60.29 Lakhs.

The dividend payment is based on the parameters outlined in the Dividend Distribution Policy of the Company which is in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of your Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The same is available on your Companys website at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/dividend distribution policy.pdf

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund ("IEPF") maintained by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid unclaimed dividend or shares relating thereto which are required to be transferred to the IEPF till the date of this Report.

The details of the past unclaimed dividends are available on your Companys website at https://www.yashoindustries.com/ unpaid-unclaimed-dividend.html

Your Company has appointed Ms. Rupali Verma, Company Secretary as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of your Company at https://www.yashoindustries.com/contact-details- for-investor-grievances-iepf-material-eventsrta.html

SHARE CAPITAL

a) AUTHORISED SHARE CAPITAL

As on March 31, 2025, the authorized share capital of your Company was 15,00,00,000 (Rupees Fifteen Crore only) consisting of 1,50,00,000 (One Crore Fifty Lakhs) equity shares of 10 (Rupees Ten) each.

b) PAID UP SHARE CAPITAL

During the year under review, your Company has allotted 6,57,895 Equity Shares on a preferential basis to persons belonging to the non-promoter group category.

Pursuant to such allotment of equity shares, the paid- up Equity Share Capital increased to 12,05,70,950 (Rupees Twelve Crore Five Lakhs Seventy Thousand Nine Hundred and Fifty Only) divided into 1,20,57,095 (One Crore Twenty Lakhs Fifty-Seven Thousand Ninety-Five only) equity shares of 10/- (Rupees Ten) each as at March 31, 2025 as compared to 11,39,92,000 (Rupees Eleven Crore Thirty- Nine Lakhs Ninety-Two Thousand Only) divided into 1,13,99,200 (One Crore Thirteen Lakhs Ninety-Nine Thousand Two Hundred only) equity shares of 10/- (Rupees Ten) each as at March 31, 2024.

LISTING FEES

The equity shares of your Company are listed on both the terminals i.e. BSE Limited (Scrip Code: 541167) and National Stock Exchange of India Limited (Symbol: YASHO).

Further, your Company has paid the requisite Annual Listing Fees to both the exchanges where its securities are listed.

DEPOSITS

Your Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

a) SUBSIDIARIES

As on March 31, 2025, your Company has 2 wholly owned overseas subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

Further, a report on the performance and the financial position of each of the subsidiaries for the financial year ended March 31, 2025, as per Section 129(3) of the Act is provided in Form AOC-1 enclosed and marked as "Annexure - A” and forms part of this report.

Pursuant to SEBI Listing Regulations, the Policy on determining material subsidiaries is uploaded on your Companys website and can be accessed at https:// www.yashoindustries.com/uploads/7/9/4/9/7949862/ determination of material subsidiary policy.pdf

None of the subsidiaries are material subsidiary as per the thresholds laid down under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

Further in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on your Companys website and can be accessed at https://www.yashoindustries. com/annual-reports.html. These documents will also be available for inspection at the registered office of your Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

b) ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2025, your Company does not have any associate and joint venture companies.

DIRECTORS OR KEY MANAGERIAL PERSONNEL

a) DIRECTORS

As of March 31, 2025, your Companys Board had seven members comprising of three Executive Directors and four Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The keyskills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Re-Appointment

1. Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, Mr. Vinod Jhaveri (DIN: 01655692), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Your Board recommends the re-appointment of the above Director. Additional Information on director recommended for re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 at ensuing Annual General Meeting is given in the Notice convening Annual General Meeting.

Your Company has laid down a Code of Conduct for all Board Members and Senior Management. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Code of Conduct is placed on the website of your Company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/codeofconduct.pdf

2. Dr. Prakash Bhate (DIN: 08739162) was appointed as an Independent Director on the Board of your Company pursuant to the provisions of Section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014. His first term of 5 (five) years commenced on May 19, 2020, and concluded on May 18, 2025. Based on the performance evaluation of Independent Directors, the Nomination and Remuneration Committee recommended his re-appointment for a second term of five years, ending on May 18, 2030, subject to shareholders approval. The shareholders approved his re-appointment by passing a resolution through postal ballot on July 28, 2025.

3. The tenure of Mr. Parag Jhaveri (DIN: 01257685) as Managing Director of your Company will expire on February 19, 2026. The Nomination and Remuneration Committee (NRC) and your Board of Directors, at their respective meetings held on July 30, 2025, recommended and approved the re-appointment and payment of remuneration to Mr. Parag Jhaveri as Managing Director of your Company for a further period of 5 (Five) years w.e.f. February 20, 2026, subject to the approval of shareholders at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

4. The tenure of Mr. Yayesh Jhaveri (DIN: 01257668) as Whole-Time Director of your Company will expire on February 19, 2026. The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on July 30, 2025, recommended and approved the re-appointment and payment of remuneration to Mr Yayesh Jhaveri as Whole-Time Director of your Company for a further period of 5 (Five) years w.e.f. February 20, 2026, subject to the approval of shareholders at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

5. The tenure of Mr. Vinod Jhaveri (DIN: 01655692) as a Chairman and Executive Director of your Company will expire on February 19, 2026. The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on July 30, 2025, recommended and approved the re-appointment and payment of remuneration to Mr. Vinod Jhaveri as a Chairman and Executive Director of your Company for a further period of 5 (Five) years w.e.f. February 20, 2026, subject to the approval of shareholders at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

Cessation

Further there were no changes in directors of your Company during the Financial Year under review.

b) INDEPENDENT DIRECTORS

Your Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

In the opinion of the Board, the Independent Directors fulfil the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Code of Business Conduct & Ethics of your Company. In terms of requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of your Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency, and qualifications. The details of remuneration paid to the members of the Board of Directors and its Committees are provided in the Report on Corporate Governance.

c) KEY MANAGERIAL PERSONNEL (KMP)

Below changes took place in Key Managerial Personnel of your company during the year under review

1. Mr. Deepak Kaku has resigned as Chief Financial Officer of your Company with effect from closing hours of February 17, 2025.

2. Mr. Chirag Shah has been appointed as Chief Financial Officer of your Company with effect from February 18, 2025.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the chemical industry, the Companys business model, the risks and opportunities, strategy sessions, innovation, sustainability measures, digitisation measures etc.

The details of the familiarisation programme are also available on your Companys website at https://www.yashoindustries. com/familiarization-programme-of-id.html

In summary, through above meetings, members of the Board get a comprehensive and balanced perspective on the strategic issues facing the Company, the competitive differentiation being pursued by the Company, and an overview of the execution plan. In addition, this event allows the members of the Board to interact closely with the senior leadership of the Company.

BOARD EVALUATION

Formal Annual Evaluation

In compliance with the Act and Regulation 17 and other applicable provisions of the Listing Regulations, the performance evaluation of the Board, its committees and of the Directors was carried out during the year under review.

Manner of effective evaluation

Your Company has laid down evaluation criteria separately for the Board, its committees, and the Directors in the form of questionnaire.

Evaluation of Directors

The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, focus on core values, vision, and mission etc.

Evaluation of Board and its Committees

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, and whether the Board facilitates the independent directors to perform their role effectively.

The criteria for evaluation of Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc.

Based on such criteria, the performance evaluation of the Independent Directors was carried out by the entire Board, excluding Directors being evaluated. Independent Directors were evaluated based on parameters, such as, qualifications, experience, knowledge and competence.

The performance evaluation of Chairman, Executive and NonExecutive Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole in their meeting held on February 11, 2025.

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various Committees and directors including Independent Directors was found satisfactory.

COMPANYS POLICY 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 Your Company has in place a policy for remuneration of Directors and KMP as well as a welldefined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission) and KMP.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors and KMP is available at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ nomination and remuneration policy.pdf

Your Company recognizes and embraces the importance of a diverse board in its success. The Board have formulated and adopted the policy on the Diversity of the Board. The details of the same are available at the website of your Company and can be accessed at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/board diversity policy-new.pdf

NUMBER OF MEETING OF THE BOARD

The Board met Seven (7) times during the year under review. The details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had 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 at March 31, 2025 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for 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.

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors, 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

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Act, read with rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) as on March 31, 2025, is made available on the website of your Company and can be accessed at https://www.yashoindustries. com/annual-returns.html

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 Cthe Act) and SEBI Listing Regulations, as amended from time to time, your Company has formulated a Policy on Related Party Transactions CRPT Policy) for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on your Companys website and can be accessed at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ materiality of related party transactions policy.pdf

All related party transactions entered into during FY 202425 were on an arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to-day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

Your Company has not entered into any material contract or arrangement with related parties during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 188 and 134 of the Act, read with Rule 8 of the Companies (Accounts) Rule, 2014.

Further, in terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as set out in the notes to the accompanying financial statements of your Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Companys internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate.

Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of your Companys internal financial controls.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure B” to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. Your Company will provide adequate safeguards against victimization of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate. During the year under review, no complaints were received under the Whistle Blower Policy.

The Whistle Blower Policy has been posted on the website of your Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/vigil mechanism policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has formed an Internal Committee (IC) for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. Your Company has a detailed Policy for Prevention of Sexual Harassment at Workplace, which ensures a free and fair enquiry process with clear timelines for resolution.

The Policy is uploaded on the website of your Company at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ policy on prevention of sexual harrasment at workplace.pdf

During the year under review, the details of complaints pertaining to sexual harassment received are as follows:

1. No. of complaints of sexual harassment received in the year: Nil

2. No. of complaints disposed off during the year: Nil

3. No. of cases pending for more than ninety year: Nil

Your directors further state that during the fiscal year 2024-25, your company had complied with the provisions relating to the Maternity Benefits Act, 1961

RISK MANAGEMENT

Your Company has constituted a Risk Management Committee and had adopted duly approved a Risk Management Policy to identify the risk, analysis and to undertake risk mitigation actions and the same is available on the website of your Company and can be accessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/risk management policy.pdf

Risk Management plays a key role in business strategy and planning. The same has been extensively covered in the Management Discussion and Analysis forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a CSR Committee in accordance with Section 135 of the Act.

The Corporate Social Responsibility (CSR) activities of your Company are governed through the Corporate Social Responsibility Policy (CSR Policy) approved by the Board. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, your Company focuses in the areas of education, preventive health care and Rural Development. These projects are in accordance with Schedule VII of the Act and the Companys CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure C” and forms an integral part of this Report.

Further, he CSR policy is available on the website of your Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/corporate social responsibility policy-new.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of your Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is included in the Annual Report, together with a certificate received from the Practicing Company Secretaries confirming compliance annexed as "Annexure D".

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORTING:

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Annual annexed as "Annexure E”.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

STATUTORY AUDITOR & AUDIT REPORT

M/s. V J Shah & Co, Chartered Accountants (FRN: 109823W), were appointed as the statutory auditors of the Company at the 34th Annual General Meeting (AGM) held on July 29, 2020, for a second term of five years, concluding at the 39th AGM scheduled in 2025. However, they resigned effective June 28, 2024, before completing their term.

This resignation has resulted in a casual vacancy in the office of the statutory auditors, as per Section 139(8) of the Companies Act, 2013. Accordingly, M/s. Gokhale & Sathe, Chartered Accountants (FRN: 103264W) were appointed statutory auditor of the Company by the members at the 38th Annual General Meeting held on August 02, 2024, to fill up the casual vacancy and for their first term of 5 (Five) year from the conclusion 38th AGM till the conclusion of 43rd AGM to be held in calendar year 2029, on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Statutory Auditors Report issued by M/s. Gokhale & Sathe, Chartered Accountants (FRN: 103264W) forms part of the Annual Report. Further, please find below the managements response to the qualification, observation, comment, or remark made by the Statutory Auditors in their Report under point no. x(b) of Annexure A:

The Company confirms that the application money was utilised after completing the necessary filings with the Registrar of Companies. The requirement under Section 42(6) of the Companies Act, 2013, has been duly noted. Listing and trading approvals have been received from both stock exchanges. The Company remains committed to ongoing compliance.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in your Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

COST AUDITOR

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost accounting records and have them audited every year.

The Board of Directors, on the recommendations of the Audit Committee, has approved the appointment of Mr. Kaushal Joshi, Cost Accountant (Registration No. 40592), as Cost

Auditor of your Company for the financial year 2025-26, under section 148 of the Companies Act, 2013.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking the Members ratification for the remuneration payable to Mr. Kaushal Joshi, Cost Accountant, is included in Item No. 04 of the notice convening the Annual General Meeting.

The cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by your Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, your Company has appointed Dhrumil M. Shah & Co. LLP, Company Secretaries in Practice, to undertake the Secretarial Audit of your Company. The Secretarial Audit Report is annexed as "Annexure F” and forms an integral part of this Report.

Further below is the management reply to the qualifications, reservations or adverse remarks made by the Secretarial Auditor in their report:

1. Following the resignation of the previous Company Secretary and Compliance Officer with effect from October 21, 2023, the Company promptly initiated the process of identifying and appointing a suitable replacement. Despite shortlisting and extending offer letters to two qualified candidates on separate occasions, both individuals declined to join, citing personal constraints.

After sustained efforts, the Board approved the appointment of Ms. Rupali Verma as the Company Secretary and Compliance Officer on December 29, 2023. She formally joined the Company on February 19, 2024, upon completion of her notice period with the previous employer.

Accordingly, the vacancy was filled within a period of three months from the date it arose, in compliance with the provisions of Regulation 6(1A) of the SEBI Listing Regulations.

The Company, in good faith and adherence to regulatory obligations, submitted a waiver application for the fine levied citing these exceptional circumstances as mentioned above. The waiver application was, however, rejected by BSE Limited (Designated Exchange). Accordingly, the Company remitted the fine amounting to 34,220/- (inclusive of GST) on October 29, 2024, to both BSE Limited and the National Stock Exchange of India Limited.

2. The Company confirms that the application money was utilized after completing the necessary filings with the Registrar of Companies. The requirement under Section

42(6) of the Companies Act, 2013, has been duly noted. Listing and trading approvals have been received from both stock exchanges. The Company remains committed to ongoing compliance.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, Dhrumil M. Shah & Co. LLP, Company Secretaries in Practice, (Peer Review Number: 6459/2025), as the Secretarial Auditors of the Company for a period of five consecutive financial years from 2025-26 to 2029-30. The appointment is subject to shareholders approval at the AGM. Dhrumil M. Shah & Co. LLP have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

CREDIT RATINGS

The following ratings have been reaffirmed / assigned to the Company for its Bank facilities vide last credit rating obtained by the company dated December 03, 2024:

Instrument Description	Maturity Date	Size of Issue (million)	Rating Assigned along with Outlook/ Watch	Rating Action
Term loan	March 31, 2031	100	IND BBB+/ Stable	Assigned
Fund-based working capital limit		2,600	IND BBB+/ Stable/IND A2+	Affirmed
Non-fund-based working capital limit		700	IND A2+	Affirmed
Term loan	March 31, 2031	2,729.30	IND BBB+/ Stable	Affirmed
Non-fund-based working capital limit*		1,000	IND A2+	Affirmed

* 1,000 million of non-fund-based limit is a sub-limit of the fund- based working capital limit of 1,700 million.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are provided in "Annexure G" forming part of this Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2025, and till the date of the Director Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company during the year under review.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2024-25, the Company has not made any onetime settlement with any Bank or Financial Institutions.

OTHER DISCLOSURE

During the Financial Year under review:

1. The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

2. The Company has not issued any Sweat Equity Shares to its Directors or employees.

3. No Director of the Company is in receipt of any remuneration or commission from its subsidiaries.

4. There was no revision of financial statements of the company.

5. The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

6. During the year under review the Companys securities were not suspended.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions, and other business policies, changes in government regulations and tax laws, overall economic growth rate etc., economic developments within India and the countries within which the Company conducts business etc.

ACKNOWLEDGMENTS

Your directors wish to place on record sincere gratitude and appreciation, for the contribution made by the employees at all levels for their hard work, support, dedication towards the Company.

Your directors thank the Government of India and the Government of Gujarat and Maharashtra for their co-operation and appreciate the relaxations provided by various Regulatory bodies to facilitate ease in compliance with provisions of law.

Your directors also wish to thank employees, customers, business associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.

	For Yasho Industries Limited
	Vinod Harilal Jhaveri
Place: Mumbai	(Chairman & Executive Director)
Date: July 30, 2025	DIN: 01655692