2.00 FINANCIAL RESULTS AND HIGHLIGHTS:

2.01 The financial results of the Company are given below:

(? in Lakhs)

3.00 STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:

3.01 Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025
are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards (‘Ind-
AS’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and are forming part of the Annual Report.

3.02 As required under Section 129(3) of the Companies Act, 2013, the Company has prepared
consolidated financial statements in respect to the Company and its Associate Company-Isgec
Heavy Engineering Limited.

3.03 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in Form
AOC-1 containing salient features of the financial statement of Associate Company is annexed
to the consolidated financial statements.

4.00 WEB-LINK OF THE ANNUAL RETURN:

4.01 As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013, the
Annual Return of the Company is placed on the website of the Company under web-link;
https ://yamunasyndicate.com/annual-returns/

5.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

5.01 Four Board Meetings were held during the year ended March 31, 2025.

6.00 DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 134(31(0 OF THE
COMPANIES ACT, 2013:

6.01 Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and based on the
representation received from the operating management, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended March 31, 2025,
the applicable Accounting Standards have been followed and there are no material
departures;

(b) The Directors have selected such accounting policies with the concurrence of the
Statutory Auditors 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 at the end of the financial year and of the profit of the Company for the
financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and
ability, for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013. They confirm that there are adequate systems
and controls for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the
Company, and these financial controls are adequate and are operating effectively; and

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

7.00 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149(6) OF THE COMPANIES ACT, 2013:

7.01 All the Independent Directors have furnished declarations that each of them meets the criteria of
Independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and
Rule 6(1) and (2) of the Companies (Appointment & Qualification of Directors) Rules, 2014.

8.00 POLICY ON DIRECTORS’ APPOINTMENT/ REMUNERATION OF DIRECTORS/
KEY MANAGERIAL PERSONNEL/ OTHER EMPLOYEES:

8.01 The Nomination and Remuneration Committee formulated the criteria for determining
qualifications, positive attributes and independence of a director and recommended to the Board,
a policy relating to the remuneration for the directors, key managerial personnel and other
employees. While formulating the policy, the Committee has taken into account:

i) that the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate directors of the quality required to run the company successfully;

ii) that relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

iii) that remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the company and its goals.

8.02 The Nomination and Remuneration policy is available on the website at
https://yamunasyndicate.com/downloads/Nomination_and_Remuneration_Committee_Policy.pdf

9.00 AUDIT REPORT OF THE STATUTORY AUDITORS:

9.01 M/s. Moudgil & Co., Chartered Accountants, (Firm Registration No. 001010N) were appointed
as Statutory Auditors for a period of 05 years from the conclusion of 68^th Annual General
Meeting until the conclusion of 73^rd Annual General Meeting, to be held in the year 2027.

9.02 There is no qualification, reservation or adverse remark or disclaimer made by the Statutory
Auditors in the Auditors’ Report on standalone and consolidated financial statements for the
financial year ended March 31, 2025, needing explanation or comments by the Board.

9.03 The Auditors have not reported any frauds under sub-section (12) of the section 143 Companies
Act, 2013 and rules made there under, to the Audit Committee or to the Board of Directors.

10.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:

10.01 Particulars of Investment made, Loans given and/or Guarantee/Security provided under Section
186 of the Companies Act, 2013 as at March 31, 2025, are as under:-

11.00 SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE:

11.01 As at March 31, 2025, the Authorized Share Capital was Rupees 3,25,00,000/- divided into

3,25,000 equity shares of 100/- each and Issued, Subscribed and Paid up Share Capital was
Rs.3,07,36,500/- divided into 3,07,365 equity shares of 100/- each.

11.01 During the Financial Year 2024-25, there is no change in authorized, issued, subscribed and
paid-up equity share capital of the Company and the Company has not issued any kind of debt
instrument (Convertible/Non-convertible) or any convertible instruments.

12.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

12.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on
dealing with Related Party transactions as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been
disclosed on the website of the Company at:

https://yamunasyndicate.com/downloads/Policy_on_Materiality_of_Related_Party_Transactions_and_on_

Dealing_with_Related_Party_Transactions.pdf

12.02 The particulars of contracts arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-1.

12.03 The Company has not entered into any contract/arrangement/transaction with related party(ies)
which may be termed as material in nature and not executed in ordinary course of business and
not on arm’s length basis.

12.04 The Company took necessary approval from the Audit Committee before entering into related
party transaction(s) as required under the provisions of the Companies Act, 2013 read with the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

13.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT
DISCUSSION & ANALYSIS:

13.01 Overall trading operations during Fiscal-2025 were satisfactory. We were able to meet turnover
and profit targets for various businesses. This was despite suppressed demand and severe
competition in most of the sectors of our operation.

13.02 Operational profit is better in comparison to last year owing to earnings of target-based
incentives from some of the principals.

13.03 Overall net profit during the previous year was inclusive of a one-time gain of Rs 14.97 crore
arising from sale of Company’s property. If a year-on-year comparison is made leaving aside
this one-time gain, then the overall net profit this year is higher than last year largely owing to
increased dividend income (than last year) received from the Associate Company.

13.04 Battery trading business remained satisfactory despite a sizable drop in demand and pressure on
prices. The investment remained well under control.

13.05 Fuel Retail Outlet (diesel/petrol pump) continued to remain an important business segment
during the year. Sales turnover as well as profit were satisfactory. The demand situation is likely
to improve in the current year once the flyover in our vicinity (constructed recently) is thrown
open for traffic.

13.06 Performance of electrical goods trading has been satisfactory during the year. Volume of
distribution of water heaters increased in comparison to previous years. Investment in stock of
air conditioners remained high. However, we expect good business performance during the
current Fiscal.

13.07 On a positive note, trading of Gulf Oil automotive lubricants through our Himachal Pradesh
Branch during the year has been satisfactory. We continue to closely monitor timely realization
of our dues from our customers.

13.08 The future scenario appears optimistic and the overall economic situation during Fiscal-2026 is
likely to be good. Market conditions are likely to remain challenging, but we are confident of
booking our share of business.

13.09 Human relations in the Company continued to remain cordial and peaceful during the year. We
continued to provide on the job training to staff members. Our internal control systems were
found to be adequate, and we continue to frequently review our systems and processes, as well
as manpower resource availability, with a view to improve efficiency of working, reduce costs
and gear up for future needs.

13.10 As in previous years, we will continue to retain our focus on safety, quality and customer
service. We shall also endeavor to identify new product lines for the enhancement of our trading
operations. We shall also keep watch about any compelling need to exit from any of our present
trading activities.

13.11 In compliance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment)
Regulations, 2018, details of significant changes in key financial Ratio are given in Annexure-2.

14.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC
HEAVY ENGINEERING LIMITED (ASSOCIATE COMPANY):

14.01 It was a good year for the Associate Company. Profit was much better due to the higher
manufacturing segment’s turnover with a higher margin, and better margins in the Industrial
Projects segment.

14.02 The order backlog as of 1^st April 2025 is healthy in all lines of business of the Associate
Company and of its engineering subsidiaries.

14.03 The Associate Company has made capital investments to increase the manufacturing capacities
for almost all its product lines in the manufacturing segment and has been growing the revenue
and profits of the manufacturing segment for the past few years.

14.04 In the Industrial Projects segment, the Associate Company has been focusing on technology
intensive project orders with comparatively shorter execution periods, and on export markets.

14.05 The Associate Company is in a favorable position to supply products and services and participate
in India’s growth story, as India’s economy is expected to show good growth in the next few

15.00 AMOUNTS TRANSFERRED TO RESERVES, IF ANY :

15.01 No amount was transferred to the Reserves during the year ended March 31, 2025.

16.00 DIVIDEND:

16.01 Your Directors are pleased to recommend a final dividend of Rs. 500/- (five hundred) per equity
share of 100/- each for the financial year ended March 31, 2025. The final dividend, if approved
and declared in the forthcoming Annual General Meeting, will result outflow of Rs. 1536.82
lakhs.

16.02 Details of unclaimed dividend amounts transferred into Investor Education and Protection Fund
(IEPF), during the Financial Year 2024-25, are as under:

16.03 During the year, the Company has transferred 88 (Eighty-eight) unclaimed equity shares to
Investor Education and Protection Fund Authority.

16.04 Details of Unclaimed Dividend amounts are available on the website of the Company at :
https://yamunasyndicate.com/unclaimed-dividends-and-shares/

17.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

17.01 There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year and the date of the report.

18.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS & OUTGO:

18.01 The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of
energy and technology absorption, are annexed as Annexure- 3.

19.00 RISK MANAGEMENT POLICY:

19.01 The Board has developed and implemented a Risk Management Policy for the Company for
identifying elements of risk, which in the opinion of the Board may threaten the existence of the
Company. All efforts are taken to mitigate risks.

19.02 The Risk Management Policy is available on the website of the Company at
https://yamunasyndicate.com/downloads/Risk_Management_Policy.pdf

20.00 CORPORATE SOCIAL RESPONSIBILITY:

20.01 Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility) Rules, 2014 as amended from time to time, are not applicable to the
Company. Therefore the Company has not constituted Corporate Social Responsibility
Committee of the Board of Directors.

21.00 DETAILS OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE
BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

21.01 On the recommendation of the Nomination and Remuneration Committee, the Board has
finalized a policy specifying manner for effective evaluation of performance of the entire Board,
Committees, Independent Directors and Individual Directors. Such Policy is available on the
website of the Company under the link :

https://yamunasyndicate.com/downloads/Performace_Evaluation_Policy.pdf

21.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment
through a detailed questionnaire to be completed by individual Directors.

21.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done
once in a year, after close of the year and before the Annual General Meeting.

21.04 Independent Directors have also evaluated the performance of Non-independent directors,
Chairman and the Board as a whole, at their separate meeting of Independent Directors.

22.00 CHANGES IN NATURE OF BUSINESS, IF ANY:

22.01 There is no change in the nature of business of the Company during the year.

23.00 DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/
RESIGNED DURING THE YEAR:

23.01 Mr. Kapil Bhalla (DIN: 00758498) was re-appointed as an Independent Director during the year
in the 70^th Annual General Meeting dated August 30, 2024 by way of Special Resolution, for his
second term of five years, upto and including August 29, 2029 or until the conclusion of the
75^th Annual General Meeting of the Company, to be held in the year 2029, whichever will be
earlier.

23.02 Mr. Ranjit Puri (DIN: 00052459) retired by rotation and was re-appointed as a Non-Executive,
Non- Independent Director, in the 70^th Annual General Meeting dated August 30, 2024.

23.03 Mrs. Vandana Gupta (DIN: 08772740), Independent Director of the Company has tendered her
resignation during the year, vide letter dated February 11, 2025 on account of pre-occupation
and other personal commitments. She has also confirmed in her resignation letter that there are
no material reasons for her resignation, other than those provided.

23.04 There is no change in other Directors/Key Managerial Personnel, during the year.

24.00 STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

24.01 Mr. Kapil Bhalla (DIN: 00758498), who was re-appointed during the year as Non-Executive
Independent Director, is a Chartered Accountant and having good experience for over four
decades in managing organizations, finance, and having specialization in dealing with investors
and consumers and in advising companies for capital raising strategies and business planning.

24.02 In the Performance Evaluation conducted during the year 2024-25, the performance of Mr.
Kapil Bhalla was evaluated as satisfactory. He is effective and efficient in discharging his
responsibilities as an Independent Director of the Company. Accordingly, in the Board’s
opinion, he is a person of integrity and possesses relevant expertise and experience and that his
association would be of immense benefit to the Company in future.

24.03 In compliance with the Rule 6 of Companies (Appointment and Qualification of Directors),
Rules, 2014, his name is included in the Independent Directors data bank of the Indian Institute
of Corporate Affairs and he has successfully cleared online proficiency self-assessment test.

25.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE
SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATES:

25.01 No new company has become or ceased to be a subsidiary, joint venture and associate company
during the year.

26.00 DEPOSITS :

26.01 The Company has not accepted any deposits from the public and as such, no amount on account
of principal or interest on deposits was outstanding as on the date of close of the financial year.

27.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

27.01 There is no significant and material order passed by the regulators, courts or tribunals impacting
the going concern status and Company’s operations in future.

28.00 INTERNAL FINANCIAL CONTROLS:

28.01 The Company has adequate internal financial controls with reference to financial statements and
these are working effectively.

29.00 MAINTENANCE OF COST RECORDS:

29.01 Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time, the provision of maintenance of cost
records is not applicable to the Company.

30.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

30.01 The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints
received regarding sexual harassment.

30.02 The Company has not received any compliant during the year under report and none is pending.

31.00 VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

31.01 The Board has framed Vigil Mechanism/ Whistle Blower Policy for Directors, Stakeholders,
Individual Employees and their Representative Bodies in accordance with Sub-section (9) and
(10) of Section 177 of the Companies Act, 2013 read with Rules made there under, Regulation
4(2)(d) and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time. Details of Vigil Mechanism/ Whistle Blower
Policy are given in the Corporate Governance Report.

31.02 The Vigil Mechanism/Whistle Blower Policy has been disclosed on the website of the Company
at https://yamunasyndicate.com/downloads/Vigil_Mechanism_Whistle_Blower_Policy.pdf

32.00 COMPOSITION OF AUDIT COMMITTEE:

32.01 The composition of Audit Committee is as below:-

(*)Resigned from directorship with effect from February 11, 2025. Consequently, she has also been stepped
down as member of the Audit Committee of the Company with effect from February 11, 2025.

32.02 There is no recommendation by the Audit Committee which has not been accepted by the
Board.

33.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION
197(12) OF THE COMPANIES ACT, 2013:

33.01 Disclosures regarding remuneration as required under Section 197(12) of the Companies Act,
2013 are annexed as Annexure- 4.

33.02 Detail about the employees in receipt of remuneration of not less than one crore and two lakh
rupees or above throughout the financial year or eight lakh and fifty thousand rupees per month
during any part of the year as required under Rule 5(2) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, is not given in the Boards’ Report, as there
is no such employees.

34.00 SECRETARIAL AUDIT REPORT:

34.01 The Board of Directors of the Company has appointed M/s. Pramod Kothari & Company,
Company Secretaries, to conduct the Secretarial Audit.

34.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr.
Pramod Kothari of M/s. Pramod Kothari & Company, is annexed as Annexure-5.

34.03 There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial
Auditors in the Secretarial Audit Report needing explanation or comments by the Board.

35.00 REPORT ON CORPORATE GOVERNANCE:

35.01 Report on Corporate Governance for the year under review, as stipulated under the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure-6.

36.00 INDUSTRIAL RELATIONS:

36.01 Industrial relations remained peaceful.

37.00 SECRETARIAL STANDARDS:

37.01 The Company complies with all applicable Secretarial Standards.

38.00 PERSONNEL:

38.01 The Board wishes to express its appreciation to all the employees of the Company for their
contribution to the operations of the Company during the year.

39.00 ACKNOWLEDGEMENTS:

39.01 Your Directors take this opportunity to thank the Banks, Government Authorities, Regulatory
Authorities, and the Shareholders for their continued co-operation and support to the Company.

40.00 With these remarks, we present the Accounts for the year ended March 31, 2025.

For and on behalf of the Board of Directors of
The Yamuna Syndicate Limited

(Ranjit Puri)

Chairman
DIN:00052459

Date : May 30, 2025
Place : New Delhi

(The accompanying Annexures form an integral part of the Board’s Report).