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Yasho Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3617.61 Cr. P/BV 8.15 Book Value (Rs.) 368.18
52 Week High/Low (Rs.) 3180/1130 FV/ML 10/1 P/E(X) 143.23
Bookclosure 30/07/2026 EPS (Rs.) 20.95 Div Yield (%) 0.02
Year End :2026-03 

The Board of Directors (the"Board") is pleased to present the 40th (Fortieth) Annual Report on the performance of your Company together with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Audited Financial Statements of your Company as on March 31,2026, 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:

(' in Lakhs)

Particulars

Standalone

Consolidated

Year Ended March 31, 2026

Year Ended March 31, 2025

Year Ended March 31, 2026

Year Ended March 31, 2025

Revenue from operations

81,728.61

67,984.55

83,002.83

67,564.08

Profit before Tax

2,898.52

833.56

3,396.52

901.53

Less: Tax Expenses

750.62

231.07

870.73

291.01

Profit after tax

2,147.90

602.49

2,525.79

610.52

Add: Balance brought forward

23,705.09

23,159.59

24,107.39

23,553.87

Less: Dividend Paid

60.29

57.00

60.29

57.00

Net Profit available for appropriation

25,792.70

23,705.09

26,572.89

24,107.39


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 has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has decided not to transfer any amount to the General Reserve for the year ended March 31,2026.

DIVIDEND

The Board of Directors, at its meeting held on May 18, 2026, has recommended a final dividend of ' 0.50/- per equity share for the year ending March 31, 2026, subject to the approval of the Members at the 40th Annual General Meeting ('AGM'). 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 Company's Dividend Distribution Policy, 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, 2026, 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

As on March 31, 2026, the paid-up Equity Share Capital was ' 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.

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

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.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

COMPANIES

a) SUBSIDIARIES

As of March 31, 2026, 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, 2026, 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 of March 31, 2026, your Company does not have any associates and joint venture companies.

DIRECTORS OR KEY MANAGERIAL PERSONNEL

a) DIRECTORS

As of March 31, 2026, your Company's Board had seven members comprising of three Executive Directors and four Independent Directors including one Independent 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 key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

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

b) INDEPENDENT DIRECTORS

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

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 a 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 12, 2026.

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.

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) RE-APPOINTMENT

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.

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.

The Nomination and Remuneration Committee, at its meeting held on May 18, 2026, on the basis of the performance evaluation and taking into account the external business environment, business knowledge, acumen, expertise, experience and substantial contribution made by Mr. Ullal Ravindra Bhat and Mr. Anurag Surana during their tenure, recommended to the Board that their continued association as Independent Directors of the Company would be beneficial to the Company. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 18, 2026, approved and recommended to the Members their re-appointment as under:

(1) Mr. Ullal Ravindra Bhat (DIN: 00008425) as NonExecutive (Independent) Director for a second term of five consecutive years commencing from September 14, 2026, up to September 13, 2031 (both days inclusive), not liable to retire by rotation.

(2) Mr. Anurag Surana (DIN: 00006665) as Non-Executive (Independent) Director for a second term commencing from October 1, 2026, up to September 30, 2031 (both days inclusive), not liable to retire by rotation.

I n the opinion of the Board, Mr. Ullal Ravindra Bhat and Mr. Anurag Surana, fulfil the conditions for re-appointment as Independent Directors as specified in the Act and the SEBI Listing Regulations and are independent of the management.

Mr. Ullal Ravindra Bhat and Mr. Anurag Surana have consented and are not disqualified from being re-appointed as an Independent Director in terms of Section 164 of the Act read with applicable rules made thereunder. They are not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. The Company has received declarations from Mr. Ullal Ravindra Bhat and Mr. Anurag Surana stating that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Act and the SEBI Listing Regulations.

Your Board recommends the re-appointment of the aforesaid Directors. Additional information of the Directors recommended for re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, at the ensuing Annual General Meeting, is set out in the Notice convening the Annual General Meeting.

d) KEY MANAGERIAL PERSONNEL (KMP)

There were no changes in the Key Managerial Personnel of your Company during the financial year under review.

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

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 well-defined criteria for the selection of candidates for 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 has 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 MEETINGS 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. I n the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors have 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, 2026, 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 Annual Accounts have been prepared 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 operate 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 constituted 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, 2026, is made available on the website of your Company and can be accessed at https://www.vashoindustries.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, your 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 your Company's website and can be accessed at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/policy on materiality of related party transactions2026.pdf

All related party transactions entered into during FY 2025-26 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 ensuring continuity of day-to-day operations, 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.

DEPOSITS

Your Company has not accepted any deposits from the public and, accordingly, no amount on account of principal or interest on public deposits was outstanding as on March 31,2026.

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, the Statutory Auditors have 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 established the necessary vigil mechanism for directors and employees in accordance with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate reporting of genuine concerns regarding unethical or improper activities without fear of retaliation. Your Company provides adequate safeguards against victimisation of persons who use this mechanism. Such persons have direct access to the Chairman of the Audit Committee, where 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 days: Nil

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Directors further state that, during the financial year 202526, your Company complied with the provisions of the Maternity Benefit Act, 1961.

RISK MANAGEMENT

Your Company has constituted a Risk Management Committee and adopted a duly approved Risk Management Policy to identify risks, undertake risk analysis, and implement risk mitigation measures. 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 by the Corporate Social Responsibility Policy ('CSR Policy') approved by the Board. Under its CSR initiatives, your Company mainly focuses on education, preventive healthcare, and rural development. These projects are undertaken 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, the 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 part of this Annual Report and is 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

Pursuant to Section 139 of the Companies Act, 2013, M/s. Gokhale & Sathe, Chartered Accountants (FRN: 103264W), were appointed as the Statutory Auditors of the Company for their first term of 5 (Five) year at the 38th Annual General Meeting held on August 02, 2024, to hold office until the conclusion of the 43rd Annual General Meeting to be held in the year 2029.

The Statutory Auditors have confirmed that their appointment is within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from continuing as Statutory Auditors of the Company within the meaning of Section 141 of the Act and the Rules made thereunder.

The Auditors' Report for the Financial Year 2025-26 is unmodified and does not contain any qualification, reservation, adverse remark, or disclaimer. The observations and comments, if any, in the Auditors' Report, read together with the relevant Notes to the Financial Statements, are self-explanatory and do not call for any further explanation or comments by the Board under Section 134(3)(f) of the Act.

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 2026-27, 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, pursuant to the amended Regulation 24A of the SEBI Listing Regulations, Dhrumil M. Shah & Co. LLP, Company Secretaries in Practice (Peer Review Number: 6459/2025), has been appointed as the Secretarial Auditors of the Company for a period of five consecutive financial years from 2025-26 to 2029-30, subject to shareholders' approval at the AGM. Dhrumil M. Shah & Co. LLP has confirmed that it is not disqualified from being appointed as the Secretarial Auditor and is eligible to hold office as the Secretarial Auditor of your Company.

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.

RECLASSIFICATION OF SHAREHOLDERS FORMING PART OF THE PROMOTER GROUP

The Company had received a request from Mr. Rajanikant Desai, Mrs. Kalpana Desai and Rajanikant Desai HUF, forming part of the Promoter Group, for reclassification of their status from "Promoter Group" to "Public" shareholder under Regulation 31A of the SEBI Listing Regulations.

The Board of Directors, at its meeting held on November 06, 2025, approved the said request, subject to approval of the Stock Exchanges and the Members of the Company. The Company received No-Objection letters from The BSE Limited and National Stock Exchange of India Limited on December 12, 2025.

The Members approved the reclassification by way of an Ordinary Resolution by voting through Postal Ballot on February 06, 2026. Accordingly, Mr. Rajanikant Desai, Mrs. Kalpana Desai and Rajanikant Desai HUF stand reclassified as a "Public" shareholder with effect from February 06, 2026.

The Company continues to comply with the minimum public shareholding requirements under Regulation 31A of the SEBI Listing Regulations and all other applicable regulatory provisions.

CREDIT RATINGS

The following rating has been assigned / affirmed to the Company for its bank loan facilities vide the latest credit rating obtained by the Company dated March 04, 2026:

Instrument

Description

Maturity

Date

Size of

Issue

(million)

Rating Assigned along with Outlook/Watch

Rating

Action

Bank loan

-

INR

IND BBB /

Affirmed;

facilities

4,170.06

Positive/IND

Off Rating

A2

Watch

The above rating reflects the latest rating action by India Ratings & Research Private Limited in respect of the Company's bank loan facilities.

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 or commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company, i.e., March 31,2026, and the date of this Directors' 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 were no such significant and material orders passed by regulators, courts or tribunals impacting the going concern status of the Company or its future operations.

CHANGE IN THE NATURE OF BUSINESS

There was 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 2025-26, the Company did not enter into any one-time settlement with any bank or financial institution.

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 the financial statements of the Company.

5. The Company has not made any provision 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 Directors'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 such statements. Important factors that could influence the Company's operations include global and domestic demand and supply conditions, business policies, changes in government regulations and tax laws, the overall economic growth rate, and economic developments within India and the countries in which the Company conducts business.

ACKNOWLEDGMENTS

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

Your Directors thank the Government of India and the Governments of Gujarat and Maharashtra for their co-operation and appreciate the relaxations provided by various regulatory authorities to facilitate ease of compliance with the provisions of law.

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


 
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