Directors Report of Yasho Industries Ltd.

Mar 31, 2025

The Board of Directors (the "Board") are pleased to present the 39^th (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:

	Standalone		Consolidated
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	March 31, 2025	March 31, 2024	March 31, 2025	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 COMPANY''S AFFAIRS

Discussion on state of your Company''s affairs has been covered
as part of the Managing Director & CEO''s 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 39^th 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
Company''s 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 Company''s 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
Company''s 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 Company''s 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 Company''s 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 Company''s 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/code of
conduct.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
Company''s 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 Company''s 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 Company''s 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 Non¬
Executive 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.

COMPANY''S 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 Company''s 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 2024¬
25 were on an arm''s 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 arm''s 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 Company''s 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
Company''s 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 Company''s 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 34^th Annual General Meeting (AGM) held on July 29, 2020,
for a second term of five years, concluding at the 39^th 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 38^th
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 38^th AGM till the conclusion of 43^rd 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 management''s
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	Size of Maturity _ Issue Date (million)	Rating Assigned along with Outlook/ Watch	Rating Action
Term loan	March 31, '' 100 2031	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, '' 2,729.30 2031	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
COMPANY''S 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
company''s 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 ONE¬
TIME 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 Company''s securities
were not suspended.

CAUTIONARY STATEMENT

Statements in the Director''s Report and the Management
Discussion and Analysis describing the Company''s 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
Company''s 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

---

Mar 31, 2024

The Board of Directors (the "Board") are pleased to present the 38^th (Thirty Eighth) Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The standalone and consolidated financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

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

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023	Year Ended March 31, 2024	Year Ended March 31, 2023
	(Standalone)		(Consolidated)
Revenue from operations	60,322.88	68,159.60	60,097.03	68,259.47
Profit before Tax	7,633.77	8647.44	7,672.23	9,060.33
Less: Tax Expenses	1,921.36	2,217.62	1,878.56	2,273.56
Profit after tax	5,721.42	6,429.83	5,793.67	6,786.76
Add: Balance brought forward	17,504.25	11,131.42	17,817.27	11,087.50
Less: Dividend Paid	57.00	57.00	57.00	57.00
Net Profit available for appropriation	23,159.59	17,504.25	23,553.87	17,817.27

STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Managing Director & CEO''s 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, 2024.

DIVIDEND

The Board of Directors in its meeting held on May 13, 2024, has recommended a final dividend of ? 0.50 /-per equity share for the year ended March 31, 2024, subject to the approval of the Members at the 38^th Annual General Meeting CAGM'').

The said dividend is in line with the Dividend Distribution Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the 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 the Company''s website at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/dividend distribution policy-new. 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 the Company''s website at https://www.yashoindustries.com/ unpaid-unclaimed-dividend.html

The 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 the 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, 2024, the authorized share capital of the 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

As on March 31, 2024, the paid-up Equity Share Capital was ? 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.

During the year under review, the Company has not issued any equity shares with or without differential voting rights.

LISTING FEES

We feel pleasure to inform you that during the year under review your company also got listed its equity shares on National Stock Exchange of India Limited w.e.f. August 21, 2023. Now the equity shares of the 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

The 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, 2024.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

a) SUBSIDIARIES

As on March 31, 2024, the 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, 2024, 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 Company''s Policy on determining material subsidiaries is uploaded on the Company''s website and can be accessed at https:// www.yashoindustries.com/uploads/7/9/4/9/7949862/ determination of material subsidiary policy-new.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 the Company and audited accounts of each of its subsidiaries, are available on the Company''s website https://www.yashoindustries.com/annual-reports.html. These documents will also be available for inspection at the registered office of the 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, 2024, the Company does not have any associate and joint venture companies.

DIRECTORS OR KEY MANAGERIAL PERSONNEL a) DIRECTORS

Re-Appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, Mr. Yayesh Jhaveri (DIN: 01257668), 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 is given in the Notice convening Annual General Meeting.

The Company has laid down a Code of Conduct for all Board Members and Senior Management of the Company. 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 the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/code of conduct.pdf

Cessation

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

b) INDEPENDENT DIRECTORS

The 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 Company''s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s 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 the 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 the company during the year under review:

1. Mr. Yayesh Vinod Jhaveri has resigned from the position of Chief Financial Officer of the company with effect from May 02, 2023.

2. Mr. Deepak Kaku has been appointed as Chief Financial Officer of the Company with effect from May 03, 2023.

3. Ms. Komal Bhagat has resigned from the position of Company Secretary & Compliance Officer of the Company with effect from October 21, 2023.

4. Ms. Rupali Verma has been appointed as Company Secretary & Compliance Officer of the Company with effect from February 19, 2024.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The 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 Company''s business model, the risks and opportunities, the new products, innovation, sustainability measures, digitisation measures etc.

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

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

The 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 6, 2024.

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.

COMPANY''S 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 The Company has in place a policy for remuneration of Directors and KMP as well as a well defined 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-new.pdf

The Board of Directors of the Company also formulated and adopted the policy on the ''Diversity of the Board''. The details of the same are available at the website of the 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 Four (4) 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, 2024, 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, 2024 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

The details of the requite Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance as required under Schedule V of the Listing Regulations.

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) of the Company as on March 31, 2024, is available on the website of the 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 (''the Act'') and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions (''RPT Policy'') for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the Company''s website and can be accessed at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ materiality of related party transactions policy -110622.pdf

All related party transactions entered into during FY 202324 were on an arm''s 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 arm''s 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.

The Company has not entered into any new 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

The Company''s 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 the Company''s 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

To oversee and review the Vigil Mechanism/ whistle blower function established by the Company to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Company''s Code of Conduct. The 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 the 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 CPOSH Act'') and Rules made thereunder, the Company has formed an Internal Committee (TC'') for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The 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 the Company at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ anti sexual harrasment policy.pdf

Your directors further state that during the fiscal year 202324, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT

The 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 the Company and can be accessed at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/risk management policy-new.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 the Company are governed through the Corporate Social Responsibility Policy CCSR Policy'') approved by the Board. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the 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 Company''s 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 the 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 the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of Annual 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 statutory auditor of the Company by the members at the 34^th Annual General Meeting held on July 29, 2020, for their second term of 5 (Five) year from the conclusion 34^th AGM till the conclusion of 39^th AGM to be held in calendar year 2025, on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s. V J Shah & Co, Chartered Accountants (FRN: 109823W) has resigned from the office of Statutory Auditor vide their letter dated June 28, 2024, before completion of their term. Their resignation has caused a casual vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013 and casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking consent of the members.

Accordingly, the Board at its meeting held on July 6, 2024, on recommendations of Audit Committee had appointed M/s. Gokhale & Sathe, Chartered Accountants (FRN: 103264W) to fill up the causal vacancy created on account of resignation by M/s V J Shah & Co, Chartered Accountants (Firm Registration Number: 109823W), subject to approval by the shareholders at the ensuing Annual General Meeting.

Further, The Board of Directors of the Company at its meeting held on July 6, 2024, on recommendations of Audit Committee have also appointed M/s. Gokhale & Sathe, Chartered Accountants (FRN: 103264W), subject to approval

of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 38^th Annual General Meeting till the conclusion of 43^rd Annual General Meeting.

Your Company has received a letter from M/s. Gokhale & Sathe, Chartered Accountants communicating their eligibility and consent to accept the office, if appointed, to act as a Statutory Auditor of the Company in place of M/s. V J Shah & Co, Chartered Accountants with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

The Statutory Auditors'' Report issued by M/s V J Shah & Co, Chartered Accountants (Firm Registration Number: 109823W) forms part of the Annual Report. There is no audit qualification, reservation, or adverse remark for the year under review.

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 the 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, the 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 the Company for the financial year 2024-25, 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 Company has maintained cost records as specified under Section 148 of the Act.

SECRETARIAL AUDITOR

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

There are qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report which is stated below:

SECRETARIAL AUDITOR''S REMARKS	MANAGEMENT COMMENT
In terms of Regulation 23(9) of the Securities and	We hereby state that during the process of filing up the XBRL
Exchange Board of India (Listing Obligations and Disclosure	file, we encountered several validation errors, and the XBRL file
Requirements) Regulations, 2015 the listed entity shall make	got corrupted multiple times. Therefore, we sought assistance
disclosures of Related Party Transactions every six months	from the BSE team, and with their help, the issue was resolved
on the date of publication of its standalone and consolidated	and the same was filed by us on May 9, 2023.
financial results with effect from April 1, 2023. However, the	Thus, the delay in the submission of the RPT disclosure was
Company has filed the said disclosure for the half year ended	purely due to technical difficulties encountered while preparing
March 31, 2023, on May 09, 2023, instead of May 02, 2023,	the XBRL file.
thereby causing a delay of Seven days. Consequently, BSE
Limited imposed a fine of ^41,300, inclusive of applicable	Further, fine imposed by BSE Limited has been duly paid on
taxes, which the Company has paid on July 28, 2023.	July 28, 2023.
In terms of Regulation 6 of the Securities and Exchange Board	We hereby state that following the resignation of our previous
of India (Listing Obligations and Disclosure Requirements)	Company Secretary and Compliance Officer w.e.f. October 21,
Regulations, 2015 the Company was required to appoint a	2023, the company was in the process of appointing a suitable
Qualified Company Secretary as compliance officer within 3	candidate. We had shortlisted two candidates on different
months from the date of vacancy. However, the Company has	occasions and issued offer letters to them, but both candidates
appointed Qualified Company Secretary as compliance officer	did not join the office as committed, citing their inability to join
beyond the prescribed time	the organization. Consequently, the prescribed time limit for
	appointing the officer, as mandated by the Listing Regulations, lapsed. After extensive deliberation and efforts, the vacancy of the office of the Compliance Officer on December 29, 2023, the vacancy was filled in by appointing Ms. Rupali Verma as the Company Secretary and Compliance Officer However, the Company Secretary and Compliance Officer joined the office on February 19, 2024, after due completion of the notice period of previous employer. In view of the above, the Listed entity has filled up the vacancy of compliance Officer in terms of Regulation 6(1A) within the period of three months from the date of such vacancy.

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 October 06, 2023:

Instrument Type	Maturity Date	Size of Issue (in Million)	Rating/Outlook	Rating Action
Fund-based working capital limit	-	^1,700	IND BBB /Stable/IND A2	Affirmed
Non-fund based working capital limit	-	^1,700	IND A2	Affirmed
Term loan	March 2031	^2,729.30	IND BBB /Stable	Affirmed
Fund-based working capital limit*	--	^1,000	IND BBB /Stable/IND A2	Assigned
Non-fund-based working capital limit*		^1,000	IND A2	Assigned

* ? 1000 million of non-fund-based limit is sub-limit of fund-based working capital limit of ? 1,000 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 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, 2024, 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 COMPANY''S 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 company''s 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 2023-24, 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 Company''s securities were not suspended.

CAUTIONARY STATEMENT

Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s 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 Company''s 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: May 13, 2024 DIN: 01655692

---

Mar 31, 2022

Your Directors are pleased to present the 36^th (Thirty Sixth) Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

('' in Lakhs)
Particulars	Year Ended 31st March, 2022	Year Ended 31st March, 2021	Year Ended 31st March, 2022	Year Ended 31st March, 2021
	(Standalone)		(Consolidated)
Total Income	62,410.77	36,952.05	62,298.66	36,952.05
Profit before Tax	7,127.42	3,069.31	7,083.50	3,069.31
Less: Tax	1,854.90	921.56	1,854.90	921.56
Profit after tax	5,272.51	2,147.74	5,228.60	2,147.74
Add: Balance brought forward	6,028.11	3,892.85	6,028.11	3,892.85
Less: Dividend Paid	54.50	-	54.50	-
Net Profit available for appropriation	11,246.12	6,028.11	11,202.21	6,028.11

2. STATE OF COMPANY''S AFFAIRS

a) STANDALONE

The Company has reported total income of '' 62,410.77 Lakhs for the current year as compared to '' 36,952.05 Lakhs in the previous year. The Net Profit for the year under review amounted to '' 5,272.51 Lakhs in the current year as compared to '' 2,147.74 Lakhs in the previous year.

b) CONSOLIDATED

The Company has reported total income of '' 62,298.66 Lakhs for the current year as compared to Nil in the previous year. The Net Profit for the year under review amounted to '' 5,228.60 Lakhs in the current year as compared to Nil in the previous year.

*Note: In Financial Year 2020-21 your company had no subsidiary company, so consolidated financials were not applicable for the last year.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve. However, the Company has retained the current year profit in the accumulated Profit and Loss account.

4. DIVIDEND

I n order to conserve the resources by taking into account the prevailing economic situation and the need of resources for growth, the Board of Directors in its meeting held on April 30, 2022, has recommended a final dividend of '' 0.50 per equity

share for the year ended March 31, 2022 subject to the approval of the Members at the 36^th Annual General Meeting (''AGM'').

The said dividend is in line with the Dividend Distribution Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''Listing Regulations'') the top 1000 Listed Companies shall formulate a Dividend Distribution Policy. Company''s ranking as on March 31, 2022 was on No. 698 Source: https://www.bseindia.com/downloads1/Top_1000_ Companies_as_on_31March2022_based_on_ market_capitalisation.zip ) Accordingly, the Board in its meeting held on April 30, 2022 approved Dividend Distribution Policy of the Company in compliance with regulation 43A of the Listing Regulations.

The Policy is available on the Company''s website and can be accessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/dividend_distribution_ policy-new.pdf

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF")

I n 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 or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

The details of the unclaimed dividends are available on the Company''s website at https://www. yashoindustries.com/public-notices.html

The nodal officer for the purpose of IEPF is Ms. Komal Bhagat (Company Secretary and Compliance officer) of the Company. The details of the same are mentioned on the website of the Company. The web link is https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/details_of_iepf_nodal_ officer.pdf

5. SHARE CAPITAL

a) AUTHORISED SHARE CAPITAL

The authorized share capital of the Company as at March 31, 2022 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

Preferential Issue

The Company has issued and allotted 5,00,000 (Five Lakhs) equity shares of '' 10 (Rupees Ten) each issued at premium of '' 845 (Eight Hundred and Five) each issued on a preferential basis aggregating up to '' 42,75,00,000 (Rupees Forty Two Crore and Seventy Five Lakhs only) for cash consideration through approval accorded by the shareholders at the 01^st Extra ordinary General Meeting for the financial Year 2021 -22 of the Company held on November 6, 2021. These shares are ranking pari-passu with the old equity shares of the company. Proceeds of the said Preferential Issue were utilized for expansion of business.

Apart from the above, there was no change in paid up share capital.

The Company has neither issued shares with differential voting rights nor issued sweat equity shares. There is no scheme for employee stock option or provision of money for shares to the Employees or Directors of the Company.

As on the date of this report the paid up share capital as on March 31, 2022 stands at '' 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) equity shares of '' 10 (Rupees Ten) each. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

6. LISTING FEES

Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its equity shares are listed.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no other material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

8. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR THE PURCHASE OF ITS OWN SHARES

The company has not provided any financial assistance to its employees as per Section 67 of the Companies Act, 2013 (the ''Act").

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

SUBSIDIARIES

During the year the Company has incorporated a wholly owned subsidiary company in Netherlands viz.''Yasho Industries Europe B.V.'' on June 29, 2021. It has been engaged in the marketing, sale, import and export of specialty and fine chemicals.

During the Financial year 2021-22, revenue from operations was '' 80.97 lakhs. Net profit after tax for the financial year 2021-22 was '' 1.51 Lakhs.

13. COST AUDITOR

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the 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 reappointment of M/s Kishore Bhatia and Associates, Cost Accountant (Firm Registration Number: 00294), as Cost Auditor of the Company for the financial year 2022-23, 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 Member''s ratification for the remuneration payable to M/s Kishore Bhatia and Associates, Cost Accountant, is included at Item No 04 of the notice convening the Annual General Meeting.

The Company has maintained cost records as specified under Section 148 of the Act.

14. SECRETARIAL AUDITOR

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

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

15. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

16. DIRECTORS OR KEY MANAGERIAL PERSONNEL a) DIRECTORATE

Appointment / Re-Appointment Mr. Yayesh Jhaveri

In accordance with the provisions of Section 152 of the Act, Mr. Yayesh Jhaveri (DIN: 01257668), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Yayesh Jhaveri has been given in the Notice convening the Annual General Meeting.

Material Subsidiary

None of the above mentioned subsidiary is a material subsidiary as per the thresholds laid down under the Listing Regulations, as amended from time to time.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy has been uploaded on the Company''s website and can be accessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/determination_of_ material_subsidiary_policy-new.pdf

ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2022, the Company does not have any associate and joint venture companies.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2022 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors'' Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of each of the subsidiaries, associates and JV Companies in the prescribed Form AOC-1 as Annexure A forms part of the Annual Report.

The Financial Statements of the Subsidiary is also available on the website of the Company and can be accessed at www.yashoindustries.com

12. STATUTORY AUDITOR & AUDIT REPORT

M/s V J Shah & Co, Chartered Accountants (Firm Registration Number: 109823W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting of the Members held on July 29, 2020 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. They have confirmed to the Company that they are not disqualified from continuing to act as the Statutory Auditors of the Company.

The Statutory Auditors'' Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

Mr. Ullal Ravindra Bhat

During the year, the Board of Directors, in their meeting, had approved the appointment of Mr. Ullal Ravindra Bhat as an Additional Director under Independent Director category subject to the approval of shareholders for a period of 5 (Five) years effective from September 14, 2021. Subsequently, the shareholders approved the appointment of Mr. Ullal Ravindra Bhat as an Independent director at the First Extra Ordinary General Meeting for the financial Year 2021-22 held on November 6, 2021.

Mr. Anurag Surana

During the year, the Board of Directors, in their meeting, had approved the appointment of Mr. Anurag Surana as an Independent director subject to the approval of shareholders for a period of 5 (Five) years effective from October 01, 2021. Subsequently, the shareholders also approved the appointment of Mr. Anurag Surana as an Independent director at the First Extra Ordinary General Meeting for the financial Year 2021-22 held on November 6, 2021.

Mr. Vinod Jhaveri

I n terms of Section 152 of the Act, Mr. Vinod Jhaveri, Director, being liable to retire by rotation, was re-appointed by the Members at the AGM held on July 20, 2021.

Cessation

During the period under review, Mr. Ashok Malaviya and Mrs. Mila Desai have resigned from the position of Independent Director, effective from September 14, 2021 and March 8, 2022, respectively.

The Board places on record its appreciation and gratitude for the invaluable contributions made by Mr. Ashok Malaviya and Mrs. Mila Desai during their tenure as Independent Directors of the Company.

b) KEY MANAGERIAL PERSONNEL (''KMP'')

There is no change in the KMP of the Company during the year.

c) INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. 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 Company''s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s 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 the 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.

17. 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

The details of the required Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance as required under Schedule V of the Listing Regulations.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The 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 Company''s business model, the risks and opportunities, the new products, innovation, sustainability measures, digitisation measures etc.

Details of the familiarisation programme are also available on the Company''s website and can be accessed at www.yashoindustries.com

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as working of its Audit, Nomination and Remuneration, Stakeholders'' Relationship and Corporate Social Responsibility Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

The exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on January 31, 2022 without the presence of Non-Independent Directors and members of the management to review the performance of NonIndependent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

20. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2022. There were no unclaimed or unpaid deposits as on March 31, 2022.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the financial year ended on March 31, 2022, there has been no non-compliance with the requirements of the Act.

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

The information on conservation of energy, technology absorption and foreign exchange

earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure C.

22. ANNUAL RETURN

Pursuant to Section 134 and Section 92 of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/annual_return_2021-22.pdf

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year were on an arm''s length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required Shareholders'' approval under Regulation 23 of the Listing Regulations. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2021-22 and hence does not form part of this report.

The Policy on Related Party Transactions is available on the website of the company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/ materiality_of_related_party_transactions_policy-new.pdf

24. CORPORATE SOCIAL RESPONSIBILITY

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

CSR activities at your Company are in line with the provisions of section 135 read with schedule VII to the act. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has focused in the areas of education, preventive health care and Rural Development. These projects are in accordance with Schedule VII of the Act and the Company''s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure D and forms an integral part of this Report.

The CSR policy is available on the website of the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/csr_policy.pdf

25. PARTICULARS OF EMPLOYEE

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 E to this Report.

26. NUMBER OF MEETINGS OF THE BOARD

The Board meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. However, if the need arise in case of special and urgent business, the Board''s approval is obtained by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Seven (7) times during the year under review. The details of the number of meetings of the Board held during the Financial Year 2021-22 and the attendance therein forms part of the Report on Corporate Governance.

27. 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. I n the preparation of the annual accounts for the financial year ended March 31, 2022, 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, 2022 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.

28. COMPANY''S 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

The Company has in place a policy for remuneration of Directors and KMP as well as a well-defined 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 the website of the Company and can be accessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/nomination_and_ remuneration_policy-new.pdf

The Board of Directors of the Company also formulated and adopted the policy on the ''Diversity of the Board''. The details of the same are available at the website of the Company and can be accessed at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/board_diversity_policy-new.pdf

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To oversee and review the Vigil Mechanism/ whistle-blower function established by the Company to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Company''s Code of Conduct.

The Company will provide adequate safeguards against victimisation of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate.

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

30. 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 given in the Notes to the Financial Statements.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors.

Also, the Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

During the Financial Year 2021-22, such controls were tested and no reportable material weakness in the design or operation was observed.

32. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. The Company has duly approved a Risk Management Policy. The objective of this Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. Risk Management Plan is available on the website of the Company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/risk_ management_policy-new.pdf

Further, Regulation 21 of the Listing Regulations mandates that top 1000 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year

shall constitute a Risk Management Committee. Company''s ranking as on March 31, 2022 was on No. 698 (Source: https://www.bseindia.com/downloads1/ Top_1000_Companies_as_on_31March2022_based_ on_market_capitalisation.zip) Accordingly, the Board in its meeting held on April 30, 2022 constituted the Risk Management Committee of the Company in compliance with regulation 21 of the Listing Regulations. The terms of reference, composition of the Committee etc. are provided in the corporate governance section forming part of this Annual Report. The Company has developed and implemented a risk management plan and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company. Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as finance & taxation, regulatory & compliance, insurance, legal and other issues like cyber security, data privacy, health, safety and environment.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

I nternal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year, no complaint was received by the Company.

34. 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.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

36. CREDIT RATINGS The following ratings have been reaffirmed / assigned to the Company for its Bank facilities:
Instrument Type	Maturity Size of Issue ('' in Million) Date	Rating/Outlook	Rating Action
Term Loan	March 2026 '' 423.54 (outstanding as of March 2021)	IND BBB/ Stable	Assigned
Fund-Based Limits	- '' 1,100	IND BBB/ Stable/ IND A2	Assigned
Non-Fund-Based Limits	- '' 405.00	IND A2	Assigned
Above ratings are given for the FY 2020-21, Company have not received rating for F.Y. 2021-22.

37. REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the Practicing Company Secretaries confirming compliance is attached.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of the Listing Regulations is annexed as Annexure F and forms an integral part of this Report.

39. 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: During the Financial Year 2021-22, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

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

40. The details of difference between the amount of valuation at the time of one-time 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 2021-22, the Company has not made any settlement with its Bankers from which it has accepted any term loan.

41. CAUTIONARY STATEMENT

Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s 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 Company''s 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.

42. 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 and on behalf of the Board of Directors

Vinod Harilal Jhaveri

Place: Mumbai Chairman and Executive Director

Date: April 30, 2022 DIN: 01655692

---

Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting the 32nd Annual Report of Yasho Industries Limited (Formally known as “Yasho Industries Private Limited) along with the Audited Financial Statements for the year ended 31st March, 2018.

1. financial summary or performance of the company:

(Rs. in Lakh)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Total Income	25,416.80	19,839.68
Profit before Tax	1,019.99	549.46
Less: Tax	(222.86)	(182.15)
Profit after tax	797.13	367.31
Add: Balance brought forward	721.06	353.75
Add: Securities Premium	770.06	-
Net Profit available for appropriation	2288.25	721.06

2. STATE OF COMPANY’S AFFAIRS

The Company has reported total income of Rs. 25,416.80 Lakh for the current year as compared to Rs. 19,839.68 Lakh in the previous year. The Net Profit for the year under review amounted to Rs. 797.13 Lakh in the current year as compared to Rs. 367.31 Lakh in the previous year.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve. However the Company has retained the current year profit in the Profit and Loss Reserve fund.

4. DIVIDEND

In a view of the requirements of own funds for expansion of business of the company, the directors of the company does not recommended dividend for the Financial Year ended 31st March, 2018.

5. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 was 1089.92 Lakhs divided into 1,08,99,200 equity shares of Re 10/- each. During the year under review, the Company has issued 8, 99,200 equity shares of Rs. 10 each at a price of Rs. 100 per shares.

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements related and the date of the report.

7. DETAILS OF INITIAL PUBLIC OFFER (IPO):

During the year the company has issued 8,99,200 equity shares of Rs. 10/- each at a price of Rs. 100/- each aggregating to Rs. 8,99,20,000/- and promoters of the company offered 20,00,000/- equity shares of Rs. 10/- each at a price of Rs. 100/- each aggregating to Rs. 20,00,00,000/for sale through IPO. The equity shares of the company are listed on BSE SME Stock Exchange with effect from 02nd April, 2018.

8. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR THE PURCHASE OF ITS OWN SHARES.

The company has not provided any financial assistance to its employees as per section 67 of the Companies Act, 2013. And employees of the company do not exercise any voting right in the company directly or indirectly.

9. significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and COMPANY’S OPERATIONS IN future:

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

10. subsidiary COMPANY:

As on March 31, 2018, the Company does not have any subsidiary.

11. statutory auditor & audit REPORT:

M/s V J Shah & Co Chartered Accountants, having firm registration number 109823W were appointed as Statutory Auditors in the Extra Ordinary General Meeting held on 20th December, 2017 till ensuing Annual General Meeting to be held in calendar Year 2018 to fill the casual vacancy caused by resignation of M/s G.V Radia & Associates, Chartered Accountants (FRN:138160W) with effect from 14th December, 2017 due to pre occupation.

The Board recommended the appointment of the M/s. V J Shah & Co as a statutory auditor for a period of two years from 1st April, 2018 till the AGM of the company to be held in calendar year September, 2020.

There are no qualifications or observations or remarks made by the Auditors in their Report.

12. APPOINTMENT OF COST AuDITOR:

Your Company has appointed M/s. Kishore Bhatia and Associates. (FRN :00294) Cost Accountants as Cost Auditors of the Company for the Financial Year 2017-18.

13. CHANGE IN THE NATuRE OF BuSINESS :

There is no change in the nature of the business of the company

14. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL;

During the financial year following changes were recorded in the composition of Board of Directors of the Company:

Name of the Directors	Position	Nature of change	Date of event
Mr. Navin Vimadalal (DIN:02013145)	Director	Resignation	15/05/2017
Mr. Nilesh Vinod Jhaveri (DIN:01257659)	Director	Resignation	21/07/2017
Mr. Narendra Gajanan Wagle (DIN:02010084)	Director	Resignation	10/11/2017
Mr. Ashok Malaviya (DIN:08067060)	Independent Director	Appointment	20/02/2018
Mr. Hiren T Goradia (DIN:08067076)	Independent Director	Appointment	20/02/2018
Ms. Mila Prashant Desai (DIN:07462481)	Independent Director	Appointment	20/02/2018
Mr. Parag Vinod Jhaveri (DIN:01257685)	Managing Director	Change in Designation	20/02/2018
Mr. VinodHarilal Jhaveri (DIN:01655692)	Whole-Time Director	Change in Designation	20/02/2018
Mr. Yayesh Vinod Jhaveri (DIN:01257668)	Whole-Time Director	Change in Designation	20/02/2018

Further, pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rules framed thereunder, following were appointed as Key Managerial Personnel (KMP) of the Company.

Name of KMP	Designation	Date of Appointment
Mr. Parag Vinod Jhaveri (DIN:01257685)	Managing Director	20/02/2018
Mr. Vinod Harilal Jhaveri (DIN:01655692)	Chief Financial Officer (CFO)	21/02/2018
Mr. Yayesh Vinod Jhaveri (DIN:01257668)	Whole-Time Director	20/02/2018
Ms. Nekata Jain	Company Secretary & Compliance Officer	01/01/2018

15. Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.

16. conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure - A”.

17. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility Committee as fall within purview of Section 135(1) of the Companies Act, 2013. Further recently the equity shares of the Company are listed BSE SME stock Exchange through IPO, therefore entire Management of the Company are involved for successfully completion of IPO on or before targeted date. Therefore, management of the company is in process of identifying suitable project for effective CSR spending. Nevertheless, company has spent the requisite amount towards its obligation on CSR spending. The details of the same are mentioned in the aforesaid Annual Report of CSR annexed herewith as “Annexure D”.

18. number OF MEETING OF THE BOARD:

During the year 2017-18, the Board of Directors met 23 times.

19. 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 31st March, 2018, 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, 2018 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; and

v. 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.

20. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished declarations in accordance with the provisions of Section 149 (7) of the Companies Act, 2103 regarding meeting the criteria of Independence as provided under Section 149 (6).

21. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178;

The Board of Directors at their meeting held on 20th February 2018 have constituted the Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Board in Compliance with the provision of Section 178 of the Companies Act, 2013. The Committee comprises of Mr. Hiren Goradia, Mr. Ashok Malaviya and Mrs. Mila Desai as members of the Committee.

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has also, carried out evaluation of every Director’s performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the Report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.

22. AUDIT COMMITTEE

The Board of Directors at their meeting held on 20th February 2018 have constituted Audit Committee under Section 177(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Committee comprises of Mr. Hiren Goradia, Mrs. Mila Desai and Mr. Vinod Jhaveri as members of the Committee.

23. ESTABLISHMENT OF VIGIL MECHANISM

The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

24. DISCLOSURE WITH RESPECT TO DIRECTORS’ AND KEY MANAGERIAL PERSONNELS’ REMUNERATION.

The company has complied with the provisions of section 197(12), 197(14)and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. SECRETARIAL AUDIT REPORT

The company does not fall in criteria mentioned in the provisions of Secretarial Audit under section 204 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure - B” to this report.

28. PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 in respect of employees of the Company will be provided on request. In terms of Section 136 of the Act, the Reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars mentioned in Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, which is available for inspection by the members at the Registered Office of the Company during business hour on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

30. RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

31. RELATED PARTY TRANSACTIONS

No Material contracts or arrangements with related parties referred to in sub-section (1) of section 188 was entered during the Financial year.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. The Company has not received any complaints during the year.

33. ACKNOWLEDGMENTS:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra and Gujarat, and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors

Sd/-

Parag Vinod Jhaveri

Place: Mumbai Chairman

Dated: 30th May, 2018 DIN: 01257685