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:

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:

*' 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