Your Directors have pleasure in presenting their 22^nd Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended on 31^st March, 2024.

Financial Results/ Review of Operations:

Transfer to Reserves:

No amount is transferred to the reserves by the Company.

Dividend:

The Board of Directors have paid Final dividend of Rs. 6.535809/- per equity share (65.35809%) on 30,75,868 (Thirty Lakh Seventy-Five Thousand Eight Hundred Sixty-Eight) equity shares of the Company out of the profits for the year ended 31^st March, 2023.

For the current year, in view of the proposed expansion planning and requirement of funds for Capital investment, the Board of Directors did not recommend any dividend for the year ended 31^st March, 2024.

Business Developments:

In the last few years there has been exponential increase in the requirements of dry type RIP bushings in India driven by the inclusion in the technical specifications of premier central Utilities such as POWERGRID & NTPC and in the standard technical specification of Transformers released by CEA (Central Electricity Authority) which is now being in process of adoption by all the other State and Private Utilities.

To capitalize the increased market demand and also expand into global markets, company has partnered with a Switzerland based project management group to develop in house RIP cores. This initiative will reduce dependency on our present sub-vendors and enabling company to handle large volumes with significantly shorten lead times as presently prevailing in the industry due to limited manufacturers with this technology. This project is expected to be completed in next 2 years and upon completion of the same, your Company will gain a competitive edge by ensuring complete range of products for exports, strengthening our position in global market.

Major achievements during the year under review:

a. Tripling of the revenue from exports within single FY 23-24 (4.3 Cr), compared to previous FY 22-23 (1.3 Cr) owing to the focused approach on international marketing and brand building through several key participations in foreign exhibitions as well as addition of resources in terms of "new products to cater target markets" as well as overseas manpower to increase reach to target customers.

b. The dedicated approach of management team to multiply and increase the export contribution in the overall sales also brought forward the landmark order booking of greater than Rs. 6 Cr in single FY 23-24, which was four times compared to around Rs. 1.44 Cr Order input for FY 22-23 from exports.

c. Commissioning of Test Transformer 650 KV.

d. Approval of DSIR for In-house R&D Unit - In-house Research and Development Unit of the Company recognition as a Scientific and Industrial Research Organization (SIRO) by Central Govt through Department of Scientific and Industrial Research (DSIR) on 21^st December, 2023 that entitled a SIRO to receive various administrative support from DSIR, Ministry of Science & Technology as may be required to promote or encourage scientific research activities. It also enables SIRO to avail of Custom duty exemption on purchase of equipment, instruments, materials etc. used for Research and development subject relevant government policies in force from time to time.

e. Approval of NABL for Yash EHV Labs: Yash Highvoltage Ltd received gran of accreditation of its Laboratory in accordance with ISO/IEC 17025:2017 from NABL in the discipline of Electrical testing.

f. The Company has Crossed the gross revenue of Rs. 100 Cr in a Financial year:

Yash demonstrate remarkable growth year over year for last several years with an achievement of registering a revenue of greater than Rs. 100 Crores in a financial year, first since inception with a growing presence in domestic and key overseas markets.

g. Successfully Executed 35,000 Transformer Bushings in last 23 years, 2250 units of RIP/RIS Bushings up to 245 kV supplied in FY 2023-24, 100 High Current Bushings executed in FY 2023-24, 250 Transformer Bushings up to 245 kV retrofitted in a FY 2023-24, Supplied bulk exports of Condenser Bushings to markets in the US, Latin America, Europe, and the EMEA region in FY 2023-24, Developed and Introduced 5 New Products in FY 2023-24, More than 10 Products Type Tested in FY 2023-24

h. Throughout the Financial Year 2023-24, we marked our presence in more than 8 exhibitions, seminars, and networking events including international expositions. We have participated and sponsored various events and seminars. We have garnered nominations, accolades, and acknowledgments for our exceptional efforts in various areas.

Yash Team has received runner up's award for outstanding leadership at Geo Excellence Awards with Caption "Mr. Keyur Shah, M.D. - Yash Highvoltage being honored for outstanding leadership under MSME category at GEO Excellence Awards 2024".

The award with caption "Mr. Keyur Shah and Mr. Jatin Tyagi felicitated by the Ministry of Heavy Industries and BHEL for outstanding contribution to "Atmanirbhar Bharat" and "Make In India" initiatives at SAMVAAD 3.0"

Share capital:

During the year under review, there is no change in the Paid-up Share Capital of the company. However, the following material transactions took place in respect of Share Capital of the Company:

a. The Inter-se Transfer of Shares for 7,90,498 shares took place by Moser Glaser A.G. (MGC) to Mr. Keyur G. Shah, Managing Director of the Company on Call option basis on 2^nd April, 2024.

b. By way of Share Purchase Agreement (SPA), Mr. Keyur G. Shah, Managing Director of the Company has transferred 7,90,498 Shares to various third parties at a price mutually decided by the said parties.

c. The Company has adopted a new set of Memorandum of Association and Articles of Association and also increased the Authorized Share Capital from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lacs only) to Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lacs only) as approved by the members of the Company its Extra-ordinary General Meeting held on 19^th April, 2024. The said authorized Shre Capital is proposed to be increased from Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lacs only) to Rs. 18,00,00,000/- (Rupees Eighteen Crore only) after due approval of the Board and Shareholders of the Company.

d. The Company has issued 43,06,215 Equity shares as Bonus shares to the shareholders of the Company in the ratio of 7:5 (Five shares for every seven shares held) as approved by the members of the Company its Extra-ordinary General Meeting held on 19^th April, 2024.

e. The Company is also proposed to sub-divide the Face value of Shares from Rs. 10 (Rupees Ten) each to Rs. 5 (Rupees Five) each after the due approval of the Board and Shareholders of the Company.

Proposed Initial Public Offer (IPO) of the Company:

The Company is in the process of the exercise of due diligence to file the Draft Red Herring Prospectus (DRHP) for the proposed Initial Public Offer of the Company in order to meet the expenses of the proposed expansion for purchase of Plant & Machineries, Factory Building, Cost of Land and to meet the expenses of the Technological Developments over and above to meet the IPO expenses. The said proposed IPO shall be on SME platform basis to list the shares of the Company with the Stock Exchanges.

A Size of the issue shall be determined on the basis of existing Paid-up Share Capital of the company and further any other plan of Bonus/Sub-division of the Share Capital of the Company.

Material changes and commitment occurred after the end of Financial Year and up to the date of Report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and up to the date of this report.

Subsidiary Company or Joint Venture Company or Associate Company:

Your Company does not have any subsidiary company or Joint Venture Company or Associate Company.

Adequacy of Internal Control System:

There is an adequate internal control system including Internal Finance Control system in the Company with reference to process and working operations.

Deposits:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31^st March 2024, the company has outstanding unsecured loan of Rs. NIL from the directors and their relatives.

Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013:

Pursuant to provisions of section 186 of the Companies Act, 2013, during the year under review, no loan or guarantee given by the Company and no investments in the securities of any company are made.

Transfer to Investor Education & Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no amount required to be transferred to Investor Education & Protection Fund.

Annual Evaluation:

Formal annual evaluation to be done by the Board of its own performance and that of its committees and individual directors is not applicable.

Directors:

During the year under review, the office of Mr. Oliver Heardi (DIN:- 08317173) is ceased to be a Director of the Company by his resignation letter dated 25^th March, 2024.

Further, Mr. Suril Saumil Mehta (DIN NO. 09804792) is appointed as an Additional NonExecutive Director of the Company on 2^nd April 2024 up to the date of the forthcoming Annual General Meeting of the Company. A resolution to regularize his appointment is placed in the notice of Annual General Meeting sent herewith.

During the year, Mr. Keyur Shah has been re-appointed as Managing Director by the Board of Directors on 16.02.2023 for a tenure of five years from 08.03.2023 to 07.03.2028. The members are proposed to approve the re-appointment at ensuing Annual General Meeting.

Meetings:

During the year under review, Five Board Meetings were convened and held on 21^st July, 2023, 6^th September, 2023, 21^st December, 2023, 5^th January, 2024 and 24^th March, 2024.

The Annual General Meeting was held on 2^nd August 2023 and No Extra-Ordinary General Meeting was held during the period under review.

Director's Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement.

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That 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.

Independent Director's Declaration:

As on the date, the provisions relating to appointment of independent directors are not applicable to the Company.

Audit Committee:

The Company is not required to constitute Audit Committee since the provisions of section 177 of the Companies Act, 2013 are not applicable.

Nomination and Remuneration Committee and Company's Policy On directors' appointment and remuneration:

The Company is not required to constitute Nomination and Remuneration Committee as the provisions of section 178 of the Companies Act, 2013 are not applicable.

Auditors:

M/s. Naresh & Co., Chartered Accountants (Firm Registration Number (FRN- 106928W) who are the statutory auditors of the Company, hold office in accordance with the provisions of the Act up to forthcoming Annual General Meeting.

In view of the above, it is proposed to appoint M/s. Shah, Mehta & Bakshi, a firm of Chartered Accountants, Vadodara (FRN No. 103824W) Chartered Accountants as Statutory Auditors of the Company under the provisions of section 139 and 142 of the Companies Act, 2013 read with Rules made thereunder. The Company has received their consent along with a certificate confirming that they have not attracted any disqualifications as prescribed under the Companies Act, 2013 and the Chartered Accountant Act, 1949 read with rules made thereunder. The Board of Directors at its meeting held on 29^th June, 2024 reviewed the credentials of M/s. Shah, Mehta & Bakshi, a firm of Chartered Accountants, Vadodara (FRN No. 103824W) and recommended for their appointment as statutory auditors of the Company under the provisions of section 139 and 142 of the Companies Act, 2013 read with Rules made thereunder for a term of five years i.e. from the conclusion of 22^nd Annual General Meeting of the Company till the conclusion of 27^th Annual General Meeting of the Company to be held in year 2029, at such terms and conditions as may be agreed between the Board and the Auditors including the remuneration and actual out-ofpocket expenses incurred by them for the purpose of audit and the applicable taxes, for the First year (Four Quarters) of Audit.

Explanations on Qualifications/ Adverse Remarks contained in the Audit Report:

There was no qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self explanatory and do not call for further information.

Secretarial Audit:

The provisions of Section 204 of the Companies Act, 2013 relating to Secretarial Audit are not applicable to the Company.

Frauds reported under Section 143(12) of the Companies Act, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

Risk Management Policy:

Risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has its internal Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

Corporate Social Responsibility (CSR):

As per the provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility, the Company has laid down CSR Policy. The composition of CSR committee, contents of CSR Policy and Report on CSR activities carried out during the year 2023-24 is as per Annexure- II attached with this Report. The Policy has been uploaded on the Company's website.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company is committed in providing a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions. No complaints were pending at the beginning of the year or no complaint received during the year the Financial Year 2023-24.

Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: (i) steps taken by the company for utilizing alternate sources of energy including waste

generated : NIL

(B) Technology absorption:

1. Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has entered in to Memorandum of Understanding dated 10^th February, 2024, with Affinitas AG, for project management consultancy for sharing of knowledge (SOK) upto 420 kv RIP/RIS Bushings (in two Stages) in the sense of development of Design, Manufacturing Process and technology of dry Condenser graded Bushings.

2. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

3. Expenditure incurred on Research and Development :

(C) Foreign exchange earnings and Outgo

Statement under Rule 5 (2) Of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The details of remuneration of Managerial personnel for the Financial year 2023-24 falling under the said Rules are as under:

Disclosure on establishment of Vigil Mechanism:

Since our Company does not accept deposits from the public and not borrowed money from banks and public financial institutions in excess of Rs. 50 crores, the provisions related to Vigil Mechanism activities are not applicable to the Company.

Disclosures pursuant to section 197 (12) of the Companies act, 2013 and the rules made thereunder:

The Company being unlisted public limited company, the provisions relating to disclosure under section 197(12) of the Companies Act, 2013 are not applicable to the Company.

Disclosures pursuant to section 197 (14) of the Companies act, 2013:

None of the Directors of the Company is in receipt of any commission from the Company.

Related Parties Transactions:

The particulars of transactions or contracts entered or arrangements made with related parties pursuant to provisions of section 188 of the Companies Act, 2013 is provided in Annexure A (in the format AOC-2) and is attached to this Report.

Details of related party transactions entered into by the Company, in terms of Accounting Standard-18 have been disclosed in the notes to the financial statements forming part of this Report.

Annual Return:

Annual return of Company has been made available on website of the Company-www.yashhv.com

Significant and material order passed by the Regulators/ courts:

During the year under review, no significant and material order was passed by the Regulators or courts.

Maintenance of Cost Record:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the provisions of the Cost Audit are applicable w.e.f. FY 2024-25 as your Company is falling under Table-B Category which is Non-Regulated Sector. The Company will take necessary actions for appointment of Cost Auditor in terms of the aforesaid provisions of the Act and Rules thereof.

Compliance of Applicable Secretarial Standards:

The Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

Details of application made or any proceedings pending under Insolvency and Bankruptcy Code, 2016 during the FY along with the current status:

During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

Life at Yash Highvoltage

At Yash Highvoltage, we embrace the ethos of empowering our employees by providing regular training sessions and meetings to foster their growth and development.

Furthermore, we commemorated significant events such as Safety Week and International Women's Day to raise awareness and promote inclusivity at Yash Highvoltage.

FY 2023-24 was a year full of joy, laughter, and celebrating festivals and special occasions in Yash! Here's a sneak peek into our special moments and how we infuse fun at work.

Acknowledgments:

The Chairman & Board of Directors of the Company takes this opportunity in expressing their gratitude to the bankers of the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders and employees of the Company.