York Exports Ltd Management Discussions

To,

The Members,

Your directors have pleasure in presenting their 44^th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31^st March, 2026.

1. Financial Highlights

2. State of Companys Affairs and Future Outlook

Company is operating under single segment that is manufacturing of garments in textile sector.

During the year under review, the company could achieve a sales turnover of Rs.2,987.96 Lakhs as compared to Rs. 3,505.98 Lakhs for the previous year resulting in lower Profit after tax of Rs.39.06 Lacs for the year under review as against Rs 42.55 Lacs for the previous year.

3. Dividend

The Board of Directors have decided to conserve the resources for future requirements and hence do not recommend any dividend for the year under review.

4. Amounts Transferred to Reserves

During the year under review, the Company has not transferred any amount to the General Reserve. The entire profit for the year has been retained in the Profit & Loss Account under the "Reserves and Surplus" head of the Balance Sheet as on 31st March, 2026.

5. Changes in Share Capital

There was no change in the Share Capital of the company during the year under review.

6. Annual Return

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company www.yorkexports.in under the tab Annual Return for the year 2025-2026.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Board of Directors has adopted Related Party Transaction Policy and the same is available on following link http://www . http://www.yorkexports.in/financial-

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended March 31, 2026; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2026 and of the profit of the company for the financial year ended 31^st March, 2026.

c) That proper and sufficient care has been taken 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;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

24. Declaration by Independent Directors

The Company has received declaration of Independence from Mr. Rakesh Dadwal, Ms. Hanila Gupta and Mr. Sanjay Arora that the Independent Directors meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

25. Sexual Harassment Prevention

York Exports Limited has implemented Prevention, prohibition and redressal Act, 2013 in its entirety regarding the sexual Harassment of women at workplace. Internal Complaints Committees as per the provisions of the act have been constituted at corporate and works offices of York exports limited. Summary of sexual harassment issues raised, attended and dispensed during the year 2025-26.

26. Auditors

^ Statutory Auditors

At the Annual General Meeting held on 30th September, 2022, M/s Nanda & Bhatia, Chartered Accountants (Firm Registration No.004342N), were appointed as Statutory Auditors of the Company to hold office till the conclusion of 45^th Annual General Meeting of the Company. Further, the Statutory Auditors of the Company have submitted Auditors Report on the

accounts of the Company for the accounting year ended 31^st March, 2026. This Auditors Report is self-explanatory and requires no comments.

Audit Report

There is no qualification or adverse remark in Auditors report. There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Companies Act, 2013.

> Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the company have appointed M/s Harsh Goyal & Associates (CP No.: 2802, FCS: 3314), Company Secretaries, as the Secretarial Auditor of the Company for a period of five (5) financial years commencing from FY 2025-26 to FY 2029-30. The Secretarial Audit Report for the year ended 31.03.2026 is annexed hereto as Annexure -3.

> Internal Auditors

Sh. Sonu Sharma has been appointed as an Internal Auditor of the company under Section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

> Cost Auditors

The provisions for maintenance of cost records and cost audit are not applicable to company.

27. Significant and Material Orders Passed by the Regulators or Courts

During the year under review, No Order has been passed by any Regulators or Courts which affects the nature of going concern of the Company.

28. Corporate Governance

As per applicable regulations of SEBI (listing obligation and disclosure requirements) regulation, 2015 with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Secretarial Auditor confirming compliance forms an integral part of this Report (Annexure- 2 and Annexure 2A)

Declaration by Managing Director that the Board Members and KMPs have complied with the Code of Conduct is attached (Annexure 2C).

29. Corporate Social Responsibility

Though the provisions of Companies Act, 2013 regarding Corporate Social responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

30. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5, of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL

The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the company.

The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith (Annexure-1).

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The median remuneration of employees of the Company during the financial year 2025-26 was Rs.4,73,507/-

31. Material Changes and Commitment, if any, affecting the Financial Position of the Company

There are no material changes or commitment during the period under review affecting the financial position of the company.

32. Conservation of Energy and Technology Absorption A. Conservation of Energy

Your company always remained conscious to conserve the energy and has attempted measures for the same wherever possible in order to achieve the reduction in the cost of production.

The total energy consumption as per Form-"A" is enclosed.

B. Technology Absorption

Efforts made towards technology absorption are as under:

1) Research and Development

The company has made continuous efforts for the development of new lines of activities and modernization of the existing process of manufacturing. The Company is adopting the most suitable manufacturing technology for saving in the cost of production, electricity consumption and personnel.

2) Technology Absorption, Adaptation and Innovation

The Company is adopting the well- established technology with the scope of savings in the cost of production, energy consumption and capital cost in terms of the quantum of production. The Company is making continuous efforts towards the product development, product improvement in the shape of quality and cost reduction.

FORM-A

Form of Disclosure of Particulars with Respect to Conservation of Enerqy

FORM-B

Form of Disclosure of Particulars with Respect to Absorption of Research and

Development (R&D)

33. Financial Viability of the Company

The company has not defaulted in repayment of dues to financial institutions, banks and not given any guarantee for loans taken by others from banks or financial institutions during the year under review.

34. Disclosure under the Insolvency and Bankruptcy Code

Company has not made any application or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year under review.

35. Disclosure on Valuation of Assets

During the year under review, the Company has not done any one-time settlement and hence no information is provided on difference between the amounts of the valuation executed 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.

36. Cautionary Statement

The statements contained in the Boards Report and Management Discussion and Analysis 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.

37. Acknowledgements

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your directors wish to thank the shareholders for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters in the years to come.