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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Yash Management & Satellite Ltd.

Mar 31, 2025

The Directors are pleased to present their thirty-second Annual Report, on the business and operations of Yash
Management and Satellite Limited (âThe Companyâ) together with audited financial statements for the financial
year ended March 31, 2025.

The financial statements are prepared in accordance with Indian Accounting Standards (âInd ASâ).

Consolidated Operations: (In ? thousand)

	Consolidated
Particulars	Year Ended 31^st March,
	2025	2024
Income from Operations	2,98,765.16	4,12,149.55
Other income	12,212.68	11,896.85
Less:
- Purchase	2,22,769.13	4,22,478.83
- Cost of Material consumed	-	27,268.59
- Change in Inventories	67,220.88	(53,601.97)
- Manufacturing Expenses	-	7,913.86
- Employee Benefit expense	4,458.41	6,424.32
- Other Expense	34,002.29	19,103.55
- Depreciation and Amortization	896.56	6,900.31
- Finance Cost	1,188.55	8,305.80
Profit/(loss) before tax before Exceptional Item and Tax	(19,557.97)	(20,746.89)
Less: Exceptional Items	-	3,991.09
Profit/(loss) before tax	(19,557.97)	16,755.79
Less: Tax Expense
- Current Tax	-	(3,625.62)
- Deferred Tax	(2.27)	3,885.37
Profit/(loss) after Tax	(19,555.70)	(16,496.05)
Other Comprehensive Income (net of tax)	4,937.67	8,275.79
Total comprehensive income	(14,618.04)	(8,220.26)

Standalone Operations: (In ? thousand)

Particulars	Standalone
	Year Ended 31^st March,
	2025	2024
Income from Operations	2,98,748.29	3,69,552.47
Other income	8731.54	15,551.83

Less:
- Purchase	2,22,769.13	4,22,478.83
- Change in Inventories	67,220.88	(72,232.03)
- Employee Benefit expense	4,217.62	5,124.99
- Other Expense	32,879.27	11,572.04
- Depreciation and Amortization	855.51	936.12
- Finance Cost	1,156.43	1,737.19
Profit/(loss) before tax	(21,619.01)	15,487.16
Less: Tax Expense
- Current Tax	-	3,625.62
- Deferred Tax	-	-
Profit/(loss) after Tax	(21,619.01)	11,861.54
Other Comprehensive Income (net of tax)	3,831.30	8,275.79
Total comprehensive income	(17,787.70)	20,137.33

In the year 2025 the Consolidated revenue of the Company decreased by 27.77% to INR 3,10,977.84 thousand in
comparison with revenue of INR 4,24,046.41 thousand in the previous year. The net loss after tax was INR
19,555.70 thousand as compared to net loss after tax INR 16,496.04 thousand of previous year.

Decrease in growth of revenue is largely due to decrease of volume and closure of manufacturing unit.

In the year 2025 the revenue of the Standalone legal entity decreased by 19.15% to INR 2,98,748.29 thousand in
comparison with revenue of INR 3,69,552.47 thousand in the previous year. The net loss after tax was INR
21,619.01 thousand as compared to net profit after tax INR 11,861.54 thousand of previous year.

Decrease in growth of revenue is largely due to decrease of volume.

The paid up share capital of the Company as on 31^st March 2025, was INR 17 Crores comprising 1.70 Crores
Equity shares of INR 10 each.

During the year under review, there is no change in subscribed and paid-up capital of the company.

The Company had not issued any equity shares with differential rights during the F.Y. 2024-25 and hence, the
disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules,
2014, are not applicable.

The companyâs equity shares are listed with the BSE Ltd.

The Standalone total other equity decreased to INR 84,709.77 thousand as compared to INR 1,02,497.47 thousand
as of FY 2024, decrease of INR 17,787.73 thousand.

The Consolidated other equity decreased to INR 49,351.93 thousand as compared to INR 65,206.88 thousand as
of FY 2024, decrease of INR 15,854.95 thousand.

The Securities premium reserve balances stood at INR 67,500 thousand.

The balance of the Retained earnings after the appropriations for the year is INR 16,605.99 thousand on Standalone
basis.

On consolidated basis, the balance in the Retained earnings stands at INR 18,749.44 thousand.

In order to conserve the resources of the Company, your directors do not recommend any dividend for the current
year.

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) disclosure on
particulars relating to Investment in other Companies and details of loans and guarantee given by the Company to
its subsidiary are given in the notes to the financial statements

As on 31st March 2025 Sudarshan Polyfab Private Ltd is a subsidiary of the company with 61% holding.

As the Company has closed its Manufacturing Activities in the previous Financial year, hence there is no revenue
from operations from the manufacturing activities during the year under review.

In accordance with Section 129(3) of the Companies Act, 2013, consolidated financial statements of the Company
and its subsidiary, forms part of the Annual Report. Further, a statement containing the salient features of the
financial statement of the subsidiary in the prescribed format AOC - 1 is appended as Annexure I to the Board''s
report. The statement also provides the details of performance, financial position of the subsidiary. The Company
has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the
Companyâs website at: www.yashmanagement.in.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and separate audited financial statements in respect of
subsidiary, is available on the Companyâs website at: www.yashmanagement.in.

No material changes and commitments which could affect the Company â s financial position have occurred between
the end of the financial year of the Company and date of this report.

The company always regards human resources as its most valuable asset and continuously evolves policies and
process to attract and retain its substantial pool of managerial resources through friendly work environment that
encourages initiatives by individuals and recognizes their performance.

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s)/amendment(s)/re-enactment thereof, for the time being in force), is set out in Annexure-II hereto,
which forms part of this Boardâs Report.

As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance forms an integral part
of this Report. The requisite Compliance certificate as required under Part E of Schedule V of the Listing
Regulation, issued by M/s. BKG & Associates, Chartered Accountants pertaining to the compliance of the
conditions of Corporate Governance is Annexed.

industry experience has developed and approved the Risk Management Policy framework and Guidelines, wherein
all material risks faced by the Company are identified and assessed. Moreover, in the said Risk Management Policy
the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision-making
pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls
are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting on a periodic
basis.

The details in respect of internal control systems and their adequacy are included in the Management Discussion
and Analysis Report, which forms part of this Annual report.The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies,
safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details,
refer to the âInternal control systems and their adequacyâ section in the Managementâs discussion and analysis,
which forms part of this Annual Report.

The Company has adopted a Securities Dealing Code to regulate, monitor, and report trading by designated persons
and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated
persons while trading/ dealing in Companyâs shares, disclosures to be made, and consequences for violation and
handing and sharing Unpublished Price Sensitive Information (âUPSIâ).

The Companyâs Code of Fair Disclosure is placed on the website of the Company www.yashmanagement.in.

There was no related party transaction (RPTs) entered into by the Company during the financial year except
payment of remuneration to KMP and Payment of Rent, which attracted the provisions of Section 188 of the
Companies Act, 2013. Accordingly, disclosures of related party transactions in Form AOC - 2 have not been
furnished. There were no âmaterialâ related party transactions undertaken by the Company during the year that
require shareholderâs approval under regulation 23(4) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015. Suitable disclosures as required under Ind AS- 24 have been made in the Notes to the financial
statements. All Related Party Transactions were placed before the Audit Committee and Board for their approval.
Your Company has formulated policy of Related Party Transaction which is also available on the website of the
Company www.yashmanagement.in.

The Company has not accepted/renewed any fixed deposits from the public or the Members, within the meaning
of the Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during
the financial year 2024-25, and, as such, no amount of principal or interest on deposits from public or the Members,
was outstanding as on the Balance Sheet date.

a) Conservation of Energy & Technology Absorption

The Company is not engaged in manufacturing activities and therefore provisions relating to conservation of
energy and technology absorption are not applicable to it. However, efforts are being made to minimize
consumption of energy, wherever possible.

b) Foreign Exchange Earnings and Outgo

i. Foreign exchange earnings - Rs. Nil

ii. Foreign Exchange outgo - Rs. Nil

Management Discussion and Analysis Report a detailed analysis of the Companyâs performance is disclosed in the
Management Discussion and Analysis Report, which forms part of this Annual Report.

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the
historical cost convention on accrual basis except for certain financial instruments, which are measured at fair
values, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed under
Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been
consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

â¢ In 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.

â¢ They 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 at the
end of the financial year and of the profit of the Company for that period.

â¢ They have taken proper and sufficient care towards 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.

â¢ They have prepared the annual accounts on a going concern basis.

â¢ They have laid down internal financial controls, which are adequate and are operating effectively.

â¢ They have devised proper systems to ensure compliance with the provisions of all applicable laws, and such
systems are adequate and operating effectively.

During the year Mr. Hansraj Goyal (DIN: 00398273) and Mr. Sukdeo Agrawal (DIN: 02689004) were appointed
as Independent Director of the Company w.e.f. September 02, 2024. Both the appointments were approved by the
shareholders at the Annual General Meeting held on September 30, 2024.

Mr. Sandeep Mangal (DIN: 02148088) and Mr. Satish Gupta (DIN: 00227963) ceased to be Independent Director
of the Company w.e.f. September 30, 2024, as they had served as Independent Non-Executive Directors of the
Company for 2 (two) consecutive Terms.

In accordance with the provisions of Companies Act, 2013, Mrs. Navrati Gupta having DIN 00399022 Director of
the Company, retire by rotation at this Annual General Meeting and, being eligible; offer herself for re-appointment
at the Annual General Meeting. The information of Directors seeking appointment / reappointment at the Annual
General Meeting to be given to the shareholder is being provided separately in the Notice of the Annual General
Meeting attached to the Annual Report. Members are requested to refer to the Notice convening the Annual General
Meeting.

Six Meetings of the Board were held during the year. For details of the meetings of the Board, you may refer to the
Corporate Governance Report, which forms part of this Annual Report.

The Independent Directors have submitted a declaration that each of them meets the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013, and there has been no change in the circumstances which
may affect their status as independent directors during the year.

The Ministry of Corporate Affairs (MCA) in association with Indian Institute of Corporate Affairs (IICA) have
introduced the maintenance of a comprehensive online databank for all the existing and aspiring Independent
Directors (ID) by the IICA. The Independent Directors have registered themselves on the data bank for Independent
Directors.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise in the fields of Finance, Technology, Corporate Governance, Global Business, and
Personal Values, and they hold the highest standards of integrity

Annual Performance Evaluation was carried out for all Board Members, for the Board and its Committees. The
Board evaluation framework has been designed in compliance with the requirements under the Companies Act,
2013. The Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors
shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board evaluation was carried out based on responses received from the Directors on the questionnaire
designed.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria
such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Chairman of the Board / the Nomination and Remuneration Committee (âNRCâ) reviews the performance of
the individual directors based on the criteria approved by the Board.

In a separate meeting of Independent Directors held on January 10, 2025, performance of Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

The Company conducts familiarization programs for its Directors which includes discussion on Industry Outlook,
Regulatory updates at Board and Audit Committee meetings covering changes with respect to the Companies Act,
taxation and other applicable law and matters, presentations on Internal Control over Financial Reporting,
Operational Control over Financial Reporting, Framework for Related Party Transactions, etc. The Executive
Director and senior management personnel make presentations at the Board meetings about Companyâs operations,
markets, financial results, human resources, and on other important aspects.

The terms and conditions of the appointment of every Independent Director is available on the website of the
Company at: www.yashmanagement.in.

Details of the familiarization programs of the Independent Directors are available on website of the Company at:
www.yashmanagement.in.

The Board of Directors have following committees as on March 31, 2025:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the composition of the committees and attendance of the meetings of Committees of the Board are
provided in the Corporate Governance Report.

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of
India.

The Nomination & Remuneration Committee has formulated necessary policy on appointment and remuneration
including criteria for determining qualifications, positive attributes and independence of a director. The details of
âNominations and Remuneration Policyâ are explained in the Report on Corporate Governance along with the
other details, which forms part of this Boardâs Report.

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle
Blower Policy for directors and employees to report genuine concerns has been established by the Company in
order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower
policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company
oversees the said mechanism from time to time. None of the Company personnel has been denied access to the
Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company
www.yashmanagement.in

In line with the requirements of the Companies Act, 2013, M/s BKG & Associates, Chartered Accountants,
(FRN:114852W) was appointed as the statutory auditors of the Company, to hold office for a period of five
consecutive years from the conclusion of the 29^th AGM of the Company held in 2022, till the conclusion of the
34^thAGM to be held in 2027-28.

There are no qualification, reservation or adverse remark or any disclaimer made by the Statutory Auditor in their
Audit Report on the Financial Statement for the year ended 31^st March 2025.

Internal Audit for the year ended March 31, 2025, was done by Pankaj Chandak & Associates (Membership No.
162620) and Internal Audit Report for every quarter was placed before the Audit Committee.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mukesh Purohit & Co.,
Practicing Company Secretaries, Mumbai, as its Secretarial Auditor to conduct the secretarial audit of the Company
for the financial year 2024-25. The Secretarial Auditorsâ Report for fiscal 2024-25 does not contain any other
qualification, reservation or adverse remark except the observation for delayed disclosure of the promoter
shareholder reclassification beyond the mandated 24-hour period under Regulation 31A(8)(c) of SEBI (LODR)
Regulations, 2015. A warning letter was issued by the Stock Exchange, following which the Company has
enhanced its compliance controls.

The Secretarial Auditorsâ Report is enclosed as Annexure -III to the Boardâs report.

Further pursuant to recent amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, the appointment of Secretarial Auditor of the Company is required to be approved
by the members of the Company. The Board of Directors at the Board meeting held on June 07, 2025, has
recommended appointment of M/s. Mukesh Purohit & Co., Practicing Company Secretaries as Secretarial Auditor
of the Company for a period of five years, i.e., from FY 2026 to FY 2030.

The Company has received the written consent and a certificate that M/s. Mukesh Purohit & Co., satisfy the criteria
for appointment as Secretarial Auditor and that the appointment, if made, shall be in accordance with the applicable
provisions of the Act and rules framed thereunder.

The Secretarial Audit of M/s Sudarshan Polyfab Private Limited (SPPL), a material subsidiary of the Company
was carried out pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year 2024-25.

The Secretarial Audit Report of SPPL, submitted by M/s. Mukesh Purohit & Co., Practicing Company Secretaries,
Mumbai, does not contain any qualification, reservation or adverse remark or disclaimer.

The Secretarial Audit report of SPPL for the financial year 2024-25 is annexed to this report as Annexure-IV.
During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under
the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit
committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the Boardâs report.

The Company is not required to maintain cost records as specified under Sub-section (1) of Section 148 of the
Companies Act, 2013.

No orders have been passed by any Regulator or Court or Tribunal which could have an impact on the going
concern status and the Companyâs operations in future.

The provisions of Corporate Social Responsibility are not applicable to the company as the company does not fall
into ambit of the provisions of section 135 of Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014.

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at
http://www.yashmanagement.in/Annual-General-Meeting.html.

Company has complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. During the year under review,
company has not received any Sexual Harassment Complaints.

The Company started a sustainability initiative with the aim of going green and minimizing the impact on the
environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in the
print version of the Annual Report. Additional information is available on our website, www.yashmanagement.in.
Notice calling the Annual General Meeting, Corporate Governance report, Directorsâ Report, Audited Financial
Statements, Auditorsâ Report, etc., are being sent only through electronic mode to those members whose email
addresses are registered with the Company / depositories. The Company shall send letter under regulation 36 (1)
(b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 to those shareholders who
have not registered their email Id''s either with Company or Depository or RTA, giving link of website of the
Company where annual report is uploaded. Members may note that notice and Annual Report FY 2025 will also
be available on Companyâs website www.yashmanagement.in. and on the website of CDSL
www.evoting.cdsl.com.

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all
resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of
the Companies (Management and Administration) Amendment Rules, 2015.

The facility of electronic voting system shall be made available during the AGM and the members attending the
meeting who have not cast their vote by remote e-voting shall be able to exercise their rights to vote during the
AGM through electronic voting system.

During the year under review there has been no change in the nature of business of the Company.

No amount has been transferred to reserves during the year under review.

The Directors take this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their
professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for
valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors
of Yash Management & Satellite Ltd

Anurag Gupta Navrati Gupta

Managing Director Director

DIN:00398458 DIN:00399022

Mumbai, dated 07^th June, 2025

Mar 31, 2024

Your directors have pleasure in presenting the 31^st Annual Report of the Company together with the Audited
Financial Statements including the Consolidated Financial Statements of the Company for the Financial Year
ended March 31,2024.

The Companyâs Financial Performance for the year ended 31^st March, 2024 is summarized below:

(In ? thousand)

	Standalone		Consolidated
Particulars	Year Ended 31^st March,		Year Ended 31^st March,
	2024	2023	2024	2023
Total Income	3,85,104	1,78,462	4,24,046	3,40,582
Less: Expenditure	3,69,617	1,65,694	4,44,793	3,54,175
Profit/(loss) before tax	15,487	12,767	(16,753)	(13,591)
Less: Provision for Taxation
Current Tax	3,626	1,925	3,626	1,925
Deferred Tax- MAT			3,885	(2,173)
Profit/(loss) after Tax	11,861	10,842	(16,496)	(17,691)
Other Comprehensive Income (net of tax)	8,276	888	8,276	888
Total comprehensive income	20,137	11,729	(8,221)	(16,803)

During the year under review (Standalone) the total income of the Company is Rs. 3851.04 lacs as compared to
last year''s total income of Rs. 1784.62 lacs and the company has earned a profit of Rs. 118.61 lacs (before other
Comprehensive Income) during the year under review as compared to last yearâs profit of Rs. 108.42 lacs.

The Consolidated total income of the Company is Rs. 4240.46 lacs and the company has incurred a loss of Rs
164.96 lacs (before other Comprehensive Income) during the year under review.

Your directors are making a constant endeavor to ensure better performance for the Company.

The Companyâs main business activities are indigenous wholesale trading and merchant imports & exports
especially in agriculture produces like food grains, pulses, oil seeds etc. and metals including copper, iron, semiÂ¬
precious metals, precious metals, textile products and all type of industrial products

In the Extra Ordinary General Meeting of the Sudarshan Polyfab Private Limited (Subsidiary of the company)
held on October 03, 2023, the company has decided and approved to closure the Unit and to sale the Unit as a
whole or in part together with all specified tangible assets including land & building and plant & machineries as
a going concern or on a slump sale basis on an âas is where isâ basis to the suitable buyer(s) at such price and
terms and conditions as the Board may deem fit in the interest of the company with requisite majority.

Sudarshan Polyfab Private Limited has completed the sale of its substantial assets including Land and Building
and Plant and Machinery during the year under review.

In order to conserve the resources of the Company, your directors do not recommend any dividend for the current
year.

The Audited Consolidated Financial Statements of the Company, its subsidiary provided in the Annual Report
have been prepared in accordance with the provisions of the Companies Act, 2013, read with IND AS 110-
âConsolidated Financial Statementsâ.

This section of Annual Report has been included in adherence to the spirit enunciated in the code of Corporate
Governance approved by the Securities and Exchange Board of India ("SEBI"). Though, utmost care has been
taken to ensure that the opinions expressed by the Management herein contain its perceptions on most of the
important trends having a material impact on the Companyâs Day-to-day operations, no representation was made
that the following presents an exhaustive coverage on and of all issues related to the same. Further, the discussion
following herein reflects the perceptions on major issues as on date and the opinions expressed here are subject to
change without notice. However, itâs important to note that the Company cannot guarantee the accuracy or
realization of these assumptions and expectations. The Company undertakes no obligation to publicly update or
revise any of the opinions or statements expressed in this report, consequent to new information, future events, or
otherwise.

The management of the Company is presenting herein the overview, opportunities and threats, initiatives by the
Company and overall strategy of the Company and its outlook for the future. This outlook is based on
managementâs own assessment and it may vary due to future economic and other future developments in the
country.

Global Economy

The good news is that Global Growth is holding steady having slowed for 3 consecutive years. Inflation has been
cut to a 3 year low. The Financial conditions have brightened. The World Economy, in short, appears to be in a
final approach for a âsoft landingâ.

Global growth is stabilizing at a rate of 2.7% a year on year average through 2026, despite geopolitical tensions
and high interest rates, well below the 3.1% average in the decade before COVID-19. This modest improvement
in growth follows a couple of years of post COVID-19 pandemic, continued Russia-Ukraine War, its fallout of
pushing up inflation in developed economies, the recent Israel invasion of Gaza and conflict with Hamas and the
consequence of Red Sea crisis are all putting pressure on the Global Economy.

Despite an improvement in near- term growth prospects, the outlook remains subdued by historical standards in
advanced and Emerging Markets and Developing Economies (EMDE) alike.

There are, of course, notable bright spots in the Global Economy. The US Economy, in particular, has shown
impressive resilience. Growth has remained buoyant in the teeth of fiercest Monetary Policy tightening in 4
decades.

Among the EMDEs, India and Indonesia are two additional examples of robust performance. Indiaâs economy
has been buoyed by strong domestic demand, with a surge in investment, and robust services activity. It is
projected to grow at an average of 6.7% per fiscal year from 2024 through 2026 - making South Asia the Worldâs
fastest growing region.

Chart I.9: Moderation in global commodity price indices
L Energy \| Oils & Meals \| Grains \| Fertilizers Energy Oils & Meals				Metals & Minerals Grains Fertilizers			Metals i. Minerals	>
2021	95.4	127.1		123.8		152.3	116.4

2022	152.6	145.2	1	150.4	1	235.7 \|	115
2023	106.9			133		153.5	104
2024 (Apr-May)	104						106.2

I Source: Pink Sheet, World Bank; Note: Data as accessed on 1 July 2024.

Indian Economy

Indiaâs economy demonstrated remarkable resilience and growth in FY 2023-24, with GDP significantly
outperforming expectations. The Ministry of Statistics and Program Implementation revised GDP growth upwards
to 8.2% from its earlier estimate of 7.6%, marking a substantial improvement from the 7.0% growth recorded in
the previous fiscal year. This robust performance has propelled the Indian economy to a milestone of USD 3.5
Trillion, setting a strong foundation for achieving the ambitious USD 5-Trillion target in the coming years.

As India progresses towards its economic targets, the country is adopting a multi-faceted approach to growth.
While infrastructure development remains a priority, the government is also focusing on key sectors such as
energy. India aims to boost its oil refining capacity by over 20% within five years to meet rising energy needs,
although volatile crude prices pose a persistent concern.

Building on these sector-specific initiatives, India is leveraging broader growth enablers to reinforce its economic
trajectory. These include strengthening human capital through skill development initiatives, enhancing the
business environment to attract investment, leveraging technology for improved governance, and promoting
sustainable development. By focusing on these fundamental drivers of growth, India is positioning itself to not
only achieve its economic targets but also to enhance its standing in the global economic landscape, ensuring a
more resilient and sustainable path forward.

OPPORTUNITIES

The market size of agriculture in India is projected to witness significant growth due to the sector being the primary
livelihood source for a large portion of the population. Despite the reduced contribution of agriculture to India''s
GDP, the growth in agricultural production has made the country self-sufficient in food security and a net exporter
of agricultural products. The Agriculture in India Market size is estimated at USD 372.94 billion in 2024, and is
expected to reach USD 473.72 billion by 2029, growing at a CAGR of 4.90% during the forecast period (2024Â¬
2029).

Rapid population expansion in India is the main factor driving the industry. The rising income levels in rural and
urban areas, which have contributed to an increase in the demand for agricultural products across the nation,
provide additional support for this. In accordance with this, the market is being stimulated by the growing adoption
of cutting-edge techniques including blockchain, artificial intelligence (AI), geographic information systems
(GIS), drones, and remote sensing technologies, as well as the release of various e-farming applications.

In terms of exports, the sector has seen good growth in the past year. The exports for principal commodities in
2023-24 (April-March) were the following:

â¢ Marine Product: US$ 7.37 billion

â¢ Basmati and Non-Basmati Rice: US$ 10.43 billion

â¢ Spices: US$ 4.25 billion

â¢ Buffalo Meat: US$ 3.74 billion

â¢ Sugar: US$ 2.82 billion

â¢ Miscellaneous processed items: US$ 1.65 billion

â¢ Oil Meal: US$ 1.71 billion

In the metals sector, India benefits from ongoing infrastructure development projects which drive demand for
construction materials such as iron, steel, copper, and aluminum. These projects include road construction, urban
development, and industrial expansions, all of which require substantial metal resources.

Technological advancements in mining and metal processing are improving efficiency and reducing costs.
Innovations such as automated mining techniques, energy-efficient smelting processes, and recycling technologies
are contributing to the sectorâs growth. The increased use of secondary metals, sourced from recycling, also helps
in meeting demand while mitigating environmental impacts.

Urbanization is a key factor driving metal demand. As cities expand and modernize, the need for metals in
construction, transportation, and consumer goods continues to rise. This creates a robust market for metal
producers and suppliers.

THREATS

The agricultural sector faces several threats that could impact its growth. Global economic uncertainties, including
fluctuations in international markets and trade tensions, can influence the demand for Indian agricultural exports.
Economic slowdowns in major importing countries could lead to reduced export volumes and lower prices.
Climate change poses a significant risk to agriculture. Extreme weather events, such as droughts, floods, and
unpredictable monsoons, can severely impact crop yields and agricultural productivity. Changes in temperature
and precipitation patterns can affect growing conditions and increase the prevalence of pests and diseases.

The metals sector is threatened by changes in global trade policies and tariffs. Trade disputes and protectionist
measures can lead to increased costs and reduced market access for Indian metal producers. Additionally,
fluctuations in global commodity prices and supply chain disruptions can affect profitability and market stability.
Geopolitical tensions in key metal-producing regions can also pose risks. Conflicts and political instability in
countries that are major suppliers of raw materials or metals can disrupt supply chains and lead to price volatility.

CHALLENGES

The agricultural sector faces significant challenges related to supply chain management. Logistical inefficiencies,
such as inadequate storage facilities and transportation bottlenecks, can delay the movement of products from
farms to markets. These delays can result in higher costs and reduced market access. Price volatility is another
major challenge. Agricultural commodity prices can fluctuate due to a variety of factors, including changes in
supply and demand, weather conditions, and government policies. This volatility can impact farmers'' incomes and
financial stability.

Price fluctuations in the metals sector are influenced by global economic trends and supply-demand imbalances.
The metals market can be highly volatile, with prices subject to rapid changes based on economic conditions,
geopolitical events, and technological advancements. Regulatory compliance is a complex challenge for the
metals sector. Companies must adhere to stringent environmental and safety regulations, which can increase
operational costs and impact profitability. Ensuring compliance with these regulations requires significant
investment in technology and processes.

RISKS & CONCERNS

The agricultural sector is exposed to several operational risks. Issues such as pest infestations, plant diseases, and
soil degradation can adversely affect crop yields and quality. Additionally, fluctuations in input costs, such as
seeds, fertilizers, and labor, can impact farmers'' profitability. Economic risks include price volatility and market

fluctuations. Changes in market prices for agricultural products can affect revenue and financial stability for
farmers and agribusinesses. External factors, such as global economic conditions and trade policies, also play a
role in shaping market dynamics.

Investment risks in the metals sector are influenced by market volatility and economic downturns. Fluctuations in
metal prices and changes in demand can impact investment returns and sector performance. Environmental risks
are becoming more prominent as mining operations face increased scrutiny and regulatory requirements. Ensuring
environmental sustainability and managing the impact of mining activities on local ecosystems are critical for
long-term sector viability.

RECENT TRENDS AND FUTURE OUTLOOK

The agriculture sector in India is expected to generate better momentum in the next few years due to increased
investment in agricultural infrastructure such as irrigation facilities, warehousing, and cold storage. Furthermore,
the growing use of genetically modified crops will likely improve the yield for Indian farmers. India is expected
to be self-sufficient in pulses in the coming few years due to the concerted effort of scientists to get early maturing
varieties of pulses and the increase in minimum support price.

IMF projects the global economy to grow at 3.2 per cent in 2024, with risks being broadly balanced. Inflationary
pressures have moderated in most economies with declining global commodity prices and easing of supply chain
pressures. On the downside, any escalation of geopolitical conflicts in 2024 may lead to supply dislocations,
higher commodity prices, reviving inflationary pressures and stalling monetary policy easing with potential
repercussions for capital flows. This can also influence RBIâs monetary policy stance. The global trade outlook
for 2024 remains positive, with merchandise trade expected to pick up after registering a contraction in volumes
in 2023.

The World Bank expects that the global supply of commodities will increase, and so will their demand due to
improved industrial activity and trade growth. It projects a 3 per cent decline in the commodity price index in
2024 and a 4 per cent decrease in 2025, mainly driven by lower energy, food and fertiliser prices. Base metal
prices are projected to rise, reflecting increased global industrial activity and clean energy production. In general,
the current downward movement in the prices of commodities imported by India is a positive for the domestic
inflation outlook.

SEGMENT WISE PERFORMANCE

The Companyâs main business is trading activities. All other activities of the company revolve around the main
business. As such there are no separate reportable segments, as per Ind AS-108.

However, for the consolidated Financials the Company now has two reportable segments which consist of Trading
Activities and Manufacturing Activities in accordance with Ind AS-108.

RESEARCH AND DEVELOPMENT

Company recognizes the importance of Research and Development across all important areas and continues to
maintain and update its functional facilities, in spite of its financial position in order to meet the changing product
requirements of the customers, achieve cost efficiencies and meet compliance requirements of statutory agencies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control measures and systems are established to ensure the correctness of the transactions and
safeguarding of the assets. Considering the size and nature of activities, the company has an adequate internal
control system covering both accounting and administrative control. In addition, the internal audit is carried out
periodically. The management ensuring an effective internal control system so that the financial statements and
reports give a true and fair view and during the year under review no material or serious observation has been
received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such control.

No amount has been transferred to reserves during the year under review.

The Company has not accepted/renewed any fixed deposits from the public or the Members, within the meaning
of the Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, during
the financial year 2023-24, and, as such, no amount of principal or interest on deposits from public or the
Members, was outstanding as on the Balance Sheet date.

As on 31st March, 2024, the Authorized Share Capital of the Company is Rs. 17 Crores and paid-up share capital
is Rs. 17 Crores.

During the year under review, there is no change in subscribed and paid-up capital of the company.

The Company had not issued any equity shares with differential rights during the F.Y. 2023-24 and hence, the
disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules,
2014, are not applicable.

The companyâs equity shares are listed with the BSE Ltd.

Composition of Board

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149
of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, NonÂ¬
Executive and Independent Directors.

The Board of the Company has 4 (Four) Directors comprising of 1 (One) Executive Director-Managing Director,
1 (One) Non-Executive Director and 2 (Two) Independent Directors. The complete list of Directors of the
Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, there was no change in the composition of the Board of Directors of the Company.
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the
Companies Act, 2013. During the period under review, no Non-Executive Director of the Company had any
pecuniary relationship or transactions with the Company.

Appointment and Cessation of Independent Director

As per Section 149(11) of the Companies Act 2013, no Independent director shall hold office for more than two
consecutive terms, but such independent director shall be eligible for appointment after the expiration of three
years of ceasing to become an Independent director. Accordingly, the tenure of Mr. Satish Gupta and Mr. Sandeep
Mangal as Independent Directors of the Company shall come to an end on 29th September 2024, as they have
served as Independent Non-Executive Directors of the Company for 2 (two) consecutive Terms.

In light of the above, it is imperative for the continuity of effective governance and oversight that new independent
directors be appointed to the Board. The appointment of independent directors is crucial for maintaining the
balance of the Board and ensuring adherence to corporate governance standards.

Based on the recommendation of the Nomination and Remuneration Committee The Board has recommended the
appointment of Mr. Hansraj Goyal and Mr. Sukdeo Agarwal, as Independent Directors of the Company for 5
(five) consecutive years.

The board Considers that the proposed independent directors bring a wealth of experience and expertise that will
contribute significantly to the Boardâs decision-making processes and enhance the overall governance of the
Company. Their appointment will help ensure that the Company continues to meet the regulatory requirements
and maintain high standards of corporate governance.

Director(s) liable to retire by rotation

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors
at every AGM, not less than two-third of the total number of directors of a public company (excluding the
Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors
by rotation. Accordingly, Mrs. Navrati A. Gupta (DIN: 00399022), Director, being longest in the office, shall
retire by rotation at ensuing Annual General meeting and being eligible has offered herself for re-appointment.

The resolutions for the appointment/re-appointment of the directors proposed for shareholdersâ approval along
with their brief profiles as detailed in the Notice of AGM would be placed for your approval.

Brief resume of the directors seeking appointment/re-appointment is given in the notice to the annual general
meeting.

None of the Directors of your Company is disqualified under provisions of Section 164(2)(a) and (b) of the
Companies Act, 2013.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMPâS) DURING THE YEAR 2023-24

Mr. Omkar Pawar was appointed as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f.
27^th May, 2024 in place of Ms. Vishwanath Kahar who has resigned w.e.f. 06^th March, 2024.

Ms. Saumya Agrawal the Company Secretary and Compliance Officer has resigned w.e.f. 27th May, 2024. The
Board at its Board meeting held on 27th May 2024, on the recommendation of Nomination and remuneration
Committee, appointed Ms. Sayli Jadhav as the Company Secretary and Compliance Officer w.e.f. 27.05.2024.

Committees of the Board

As on March 31, 2024, the Board had three committees: the audit committee, the nomination and remuneration
committee and the stakeholderâs relationship committee. During the year, all recommendations made by the
committees were approved by the Board. A detailed note on the composition of the Board and its committees is
provided in the corporate governance report.

KEY MANAGERIAL PERSONNEL (KMPâs)

â¢ Mr. Anurag Gupta - Managing Director

â¢ Mr. Omkar Pawar - Chief Financial Officer

â¢ Ms. Sayli Jadhav - Company Secretary & Compliance Officer

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the
historical cost convention on accrual basis except for certain financial instruments, which are measured at fair
values, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed
under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have
been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an
existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

â¢ In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting
standards have been followed and there are no material departures.

â¢ They have taken proper and sufficient care towards 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.

â¢ They have prepared the annual accounts on a going concern basis.

â¢ They have laid down internal financial controls, which are adequate and are operating effectively.

â¢ They have devised proper systems to ensure compliance with the provisions of all applicable laws, and such
systems are adequate and operating effectively.

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies
Act, 2013 and Regulation 25 of the Listing Regulations.

The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted
based on the criteria and framework adopted by the Board. The Board evaluation process was completed during
fiscal year 2024. The evaluation parameters and the process have been explained in the corporate governance
report.

All independent directors inducted into the Board attend an orientation program. The details of the training and
familiarization program are provided in the corporate governance report. Further, at the time of the appointment
of an independent director, the Company issues a formal letter of appointment outlining his / her role, function,
duties and responsibilities.

A notice of the Board Meeting is circulated well in advance with agenda, including detailed explanation to be
discussed, to enable the Board to take an informed decision. The Board met 10 (Ten) times during the financial
year ended 31^st March 2024, viz. on 25^th April, 2023, 29^th May, 2023, 22^nd June, 2023, 26^th June, 2023, 04^th July
2023, 11^th August 2023, 01^st September, 2023, 09^th November, 2023 02^nd February, 2024 and 05^th March 2024 in
accordance with the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations.
Detailed information on the Board Meetings with regard to their dates and attendance of each of the Directors
thereat have been included in the Corporate Governance Report, which forms part of this Boardâs Report.
Additionally, during the financial year ended 31^st March, 2024 a separate meeting of the Independent Directors
was held on 19.01.2024 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and
Regulation 25(3) and 25(4) of the Listing Regulations.

Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was scaled
and measured on defined ratings, thereby covering the performance of Board as a whole, performance of the nonÂ¬
independent directors and performance of the Chairman.

As on 31^st March 2024 Sudarshan Polyfab Private Ltd is a subsidiary of the company with 61% holding.

In the Extra Ordinary General Meeting of the Company held on October 03, 2023, the company has decided and
approved to closure the Unit and to sale the Unit as a whole or in part together with all specified tangible assets
including land & building and plant & machineries as a going concern or on a slump sale basis on an âas is where
isâ basis to the suitable buyer(s) at such price and terms and conditions as the Board may deem fit in the interest
of the company with requisite majority.

The company has completed sale of its substantial assets including Land and Building and Plant and Machinery.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the
consolidated financial statements and related information of the Company and audited accounts of its subsidiary,
are available on our website www.yashmanagement.in

There were no materially significant related party transactions which could have potential conflict with the
interests of the Company. Transactions with related parties are in the ordinary course of business and on arm''s
length basis and are periodically placed before the Audit Committee and Board for its approvals and Form AOC-
2 is enclosed as Annexure-III. Your Company has formulated policy of Related Party Transaction which is also
available on the website of the Company www.yashmanagement.in.

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at
http://www.vashmanagement.in/Annual-General-Meeting.html.

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries
of India.

The Secretarial Auditorsâ Report is enclosed as Annexure -IV to the Boardâs report.

The Secretarial Audit Report of SPPL, submitted by M/s. Mukesh Purohit & Co., Practicing Company Secretaries,
Mumbai, does not contain any qualification, reservation or adverse remark or disclaimer.

The Secretarial Audit report of SPPL for the financial year 2023-24 is annexed to this report as Annexure-V.

As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance forms an integral
part of this Report. The requisite Compliance certificate as required under Part E of Schedule V of the Listing
Regulation, issued by M/s. BKG & Associates, Chartered Accountants pertaining to the compliance of the
conditions of Corporate Governance is Annexed.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under
the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India

The Auditorâs report given by M/s BKG & Associates, Statutory Auditors, on the Financial Statements of the
Company, for the year ended 31^st March 2024, forms part of the Annual Report. There has been no qualification,
reservation or adverse remark or any Disclaimer in their Report.

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) disclosure on
particulars relating to Investment in other Companies and details of loans and guarantee given by the Company
to its subsidiary are given in the notes to the financial statements

No material changes and commitments which could affect the Companyâs financial position have occurred
between the end of the financial year of the Company and date of this report. However, manufacturing operation
of its subsidiary is discontinued, and land and buildings and plant & machinery has been disposed of during the
year under review.

a) Conservation of Energy & Technology Absorption

The Company is not engaged in manufacturing activities and therefore provisions relating to conservation
of energy and technology absorption are not applicable to it. However, efforts are being made to minimize
consumption of energy, wherever possible

b) Foreign Exchange Earnings and Outgo

i. Foreign exchange earnings - Rs. Nil

ii. Foreign Exchange outgo - Rs. Nil

Risk Management is an enterprise vide function that aims at assessing threats to business sustainability and
mitigating those threats. The Board of Directors along with the senior management of the Company having deep
industry experience has developed and approved the Risk Management Policy framework and Guidelines, wherein
all material risks faced by the Company are identified and assessed. Moreover, in the said Risk Management
Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decisionÂ¬
making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding
controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting on a
periodic basis.

The details in respect of internal control systems and their adequacy are included in the Management Discussion
and Analysis Report, which forms part of this report.The Board has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the
accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the âInternal
control systems and their adequacyâ section in the Managementâs discussion and analysis, which forms part of
this Annual Report.

Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company
www.yashmanagement.in

During the year under review there has been no change in the nature of business of the Company.

No orders have been passed by any Regulator or Court or Tribunal which could have an impact on the going
concern status and the Companyâs operations in future.

For and on behalf of the Board of Directors

Anurag Gupta Navrati Gupta

Managing Director Director

DIN:00398458 DIN:00399022

Mumbai, dated 2^nd September, 2024

Mar 31, 2015

To

The Members,

The Directors are presenting the TWENTY SECOND Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2015.

FINANCIAL RESULTS

Financial results of the company during the year vis-Ã -vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Total Income 369.88 1207.69

Profit / (Loss) before Depreciation, exceptional items and Tax 13.54 (14.92)

Less: Depreciation 6.92 4.87

Profit / (Loss) before exceptional item and Tax 6.62 (19.79)

Less: provision against trade receivable (53.73) (54.06)

Profit/ (Loss) before tax (47.11) (73.85)

Less: Provision for Income Tax - -

Profit/ (Loss) after Tax (47.11) (73.85)

Balance brought forward from previous year (237.11) (163.26)

Adjustments as per new Companies Act, 2013 (2.60) -

Balance Carried to Balance Sheet (286.82) (237.11)

DIVIDEND

In view of insufficient profit and brought forward losses, the directors do not recommend any dividend for the year ended March, 31, 2015.

PERFORMANCE

During the financial year under review total income of the Company has decreased to Rs. 369.88 lacs as compared to last year's total income of Rs. 1207.69 lacs however Company has earned profit of Rs. 6.62 lacs as compared to previous year loss of Rs. 19.79 before exceptional items. The Company has made a provision of Rs. 53.73 lacs in respect of outstanding position to National Spot Exchange Ltd. (NSEL) which is disclosed under the head "exceptional items". Total income of the Company has decreased due to trading suspended on the platform of National Spot Exchange Ltd.

DIRECTOR'S

In accordance with the provisions of section 152 of the Companies Act, 2013 Mr. Anurag Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Pursuant to Clause 49 of the Listing Agreement, the background of the Director proposed to be appointed/ re-appointed at the annual General Meeting is given in the Corporate Governance report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The appointment and Remuneration Policy is stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules

INDEPENDENT DIRECTORS MEETING

During the year under review, the independent Directors of the Company met on January 15, 2015 inter- alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

iii) Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties.

INDUCTION AND TRAINING OF THE BOARD MEMBERS

Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment, is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Compliance Officer of the company also assists the Independent Director in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company.

EVALUATION OF PERMORMANCE OF THE BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 /Listing Agreement viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee.

During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement, the board has also constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance section of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors confirm that:

i) in the preparation of the annual accounts, 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, 2015 and of the 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the directors have 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

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

STATUTORY AUDITORS

The Shareholders at their 21st Annual General Meeting held on 30th September 2014 approved appointment of M/s. Bansal Bansal & Co., Chartered Accountants, as the Auditors of the Company for a term of consecutive three years, subject to ratification by the shareholders every year, as per the provisions of section 139 of the companies act 2013 read with Rules made there under. Accordingly ratification of the members for the appointment of M/s Bansal Bansal & Co, Chartered Accountants as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting is being obtained at the ensuing Annual General Meeting.

The Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Pankaj & Associates, Practicing Company secretary to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit report is annexed herewith as Annexure-1 to this report.

The Secretarial Audit Report does not contain any qualification or adverse remark. Observations in the Secretarial Audit Report has been noted.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company.

PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith as Annexure-2 to this report. There are no employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of whom particulars are required to be furnished.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure-3 to this Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS IF ANY.

There are no significant or material orders passed by the Regulators / courts which would impact the going concern status of the Company and its operations.

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

Pursuant to the requirement under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

1. The company has no activity involving conservation of energy or technology.

2. Foreign exchange earning Rs. Nil.

3. Foreign Exchange outgo: Rs. 1,06,15,519/-

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti Harassment policy in line with the requirements of The sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

SHARES

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta

Managing Director

Mumbai, dated 10th August 2015

Mar 31, 2014

The Members,

The Directors are presenting the TWENTY FIRST Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2014.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2014 31.03.2013

Total Income 1207.69 1834.73

Loss before Depreciation, exceptional (14.92) (31.00) items and Tax

Less: Depreciation 4.87 5.28

Loss before exceptional item and Tax (19.79) (36.28)

Less: provision against trade receivable (54.06) -

Loss before tax (73.85) (36.28)

Less: Provision for Income Tax - -

Loss after Tax (73.85) (36.28)

Balance brought forward from previous year (163.26) (126.98)

Balance Carried to Balance Sheet (237.11) (163.26)

DIVIDEND

In view of losses during the year under review, the directors do not recommend any dividend for the year ended March, 31, 2014.

PERFORMANCE

During the financial year under review total income of the company has decreased to 1207.69 lacs as compared to last year''s total income of 1834.73 lacs and company has incurred a loss after exceptional items of Rs. 73.85 lacs as compare to last year''s loss of Rs. 36.28 lacs. The loss has increased as compared to last year due to provision made in respect of outstanding position to National Sport Exchange Ltd (NSEL). The company was trading in the commodities of agricultural and non agricultural nature on the platform of NSEL. Company is also trading in commodities indigenously and internationally.

NSEL has suspended the trading and defaulted the payment from July 31, 2013. The company has net outstanding dues to NSEL of Rs. 162.19 lacs. The company has pursued legal action against NSEL and others by filling writ petition in Bombay High Court and Criminal complaint in Economic Offence Wing (EOW) via Investor Forum. Pending final outcome which is uncertain, the company has provided for an amount Rs. 54.06 lacs in respect of its outstanding amount for the year ended 31st March 2014 which is disclosed under the head "Exceptional Items"

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

DIRECTOR''S

Pursuant to the provisions of Sections 149(13) and 152 of the Companies Act, 2013 Independent Directors of the Company are not liable to retire by rotation. The term of office of Independent Director is five consecutive years on the Board of the Company, but he shall be eligible for re-appointment on passing the Special Resolution for another term of five years. Hence all the Independent Directors of the Company will be appointed for a term of Five years commencing from September 30, 2014 to September 29, 2019.

Pursuant to the provisions of Companies Act, 2013 Mrs. Navrati Gupta was appointed as an Additional Non-Executive Woman Director of the Company w.e.f. August 5, 2014 liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. R Gurumurthy Director of the Company retires by rotation at the ensuing Annual General Meeting. Mr. Gurumurthy has expressed his intention not to seek re-election as a Director of the Company. The Board places on record their appreciation for the valuable guidance and services rendered by Mr. Gurumurthy.

The Company has received notices under Section 160 of the Companies Act, 2013 from Members of the Company with requisite deposit signifying their intention to propose Mr. Satish Gupta, Mr. Sandeep Kumar Mangal and Mrs. Navrati Gupta as Directors of the Company.

The above appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Brief resume of the Directors proposed to be appointed and reappointed and other information as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given in Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Loss of the company for the year under review;

- That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Bansal Bansal & Co., Chartered Accountants, having Firm registration no. 100986W the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the provisions of the Companies Act, 2013 and also that their firm is not disqualified within the meaning of Section 141 of the Companies Act, 2013, for such appointment.

The Board of Directors therefore recommends the appointment of M/s. Bansal Bansal & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2014-2015 for the approval of the members.

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

Pursuant to the requirement under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988

1. The company has no activity involving conservation of energy or technology.

2. Foreign exchange earning Rs. Nil.

3. Foreign Exchange outgo: Rs. 71, 81,585/-

THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 in respect of whom particulars are required to be furnished.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta Mumbai, dated 5th August 2014 Managing Director

Mar 31, 2013

To The Members,

The Directors are presenting the TWENTIETH Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2013.

FINANCIAL RESULTS

Financial results of the company during the year vis-Ã -vis previous year are as follows: -

(Rs. In Lacs) Year Ended Year Ended 31.03.2013 31.03.2012

Total Income 1834.73 863.67

Profit/(loss) before Depreciation and Tax (31.00) 8.82

Less: Depreciation 5.28 5.37

Profit / (loss) before Tax (36.28) 3.45

Less: Provision for Income Tax

Profit/(loss) after Tax (36.28) 3.45

Balance brought forward from previous year (126.98) (130.43)

Balance Carried to Balance Sheet (163.26) (126.98)

DIVIDEND

In view of losses during the year under review, the directors do not recommend any dividend for the year ended March, 31, 2013.

PERFORMANCE

The financial year 2012-13 continued to witnessed difficult and competitive business scenario across all business segments of the industry, in tune with the gradual slow down in the Indian economy quarter on quarter, resulting in loss to the company. The Company is mainly engaged into the indigenous and international trading business of commodities. The commodities include various agriculture products and non-agricultural items. Total income of the company has increased to Rs. 1834.73 lacs from Rs. 863.67 lacs in the previous year and the company has incurred a loss of Rs. 36.28 lacs during the year under review.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

DIRECTOR''S

In accordance with the provision of the Companies Act, 1956, Shri Satish Gupta, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year Mr. Vishnu Garg resigned from the Board on 31st December 2012. The Board of Directors places on record their appreciation for the invaluable advice and guidance given by Mr. Garg during his association with the Company.

Mr. Sandeep Kumar Mangal was appointed as an Additional Director of the Company w.e.f. 31st December 2012 and hold office upto the date of the forthcoming Annual General Meeting. Notice has been received under Section 257 of the Companies Act, 1956 from members proposing the candidature for office of Director and such appointment has been proposed at Item No. 4 of the Notice dated 27th July 2013.

Information on the Directors eligible for reappointment as required under clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of the Directors under item no. 2 and 4 forming part of the Notice dated 27th July 2013 circulated along with Annual Report 2012-13

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Loss of the company for the year under review;

- That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the directors have prepared the accounts for the financial year ended 31st March 2013 on a Âgoing concern'' basis.

STATUTORY AUDITORS

M/s Bansal Bansal & Co., Chartered Accountants Statutory Auditors of the company, having Firm registration no. 100986W retires from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s Bansal Bansal & Co., Chartered Accountants as the Statutory Auditors.

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

In view of the nature of activities are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) rules, 1988, concerning conservation of energy and research and development and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year ended 31st March 2013 the company has incurred Foreign Exchange outgo of Rs. 37, 18,019 /-. Foreign exchange earning Rs. Nil.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thanks all its colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta

Mumbai, 29th May 2013 Managing Director

Mar 31, 2012

The Directors are presenting the NINETEENTH Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2012.

FINANCIAL RESULTS

Financial results of the company during the year vis-ÃÂ -vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Total Income 863.67 1323.69

Profit before Depreciation and Tax 8.82 1.32

Less: Depreciation 5.37 5.79

Profit / (Loss) before Tax 3.45 (4.47)

Less: Provision for Income Tax - -

Profit/(Loss) after Tax 3.45 (4.47)

Balance brought forward from previous year (130.42) (125.95)

Balance Carried to Balance Sheet (126.97) (130.42)

DIVIDEND

In view of brought forward losses and to strengthen the position of the company, the directors do not recommend dividend for the year ended 31st March, 2012.

PERFORMANCE

The performance of the Indian Economy has been affected due to the impact of the variety of factors including recession in many developed countries, continuing high rates of inflation and high borrowing costs of corporate. This has resulted in lower than expected performance of many corporates. The company's main focus was in the newly devised business areas of indigenous and international trade, but unable to achieve desired target business due to adverse external international factors. The company is taking initiatives to consolidate and improve its performance subject to favorable market conditions. The performance of the company in last quarter of the financial year is quite satisfactory which sign for the improvement of the performance of the company in future.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

DIRECTOR'S

In accordance with the provision of the Companies Act, 1956, Shri Vishnu Garg, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

- That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

STATUTORY AUDITORS

M/s Bansal Bansal & Co., Chartered Accountants Statutory Auditors of the company, having Firm registration no. 100986W retires from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s Bansal Bansal & Co., Chartered Accountants as the Statutory Auditors.

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

In view of the nature of activities are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) rules, 1988, concerning conservation of energy and research and development and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year ended 31st March 2012 the company has incurred Foreign Exchange outgo of Rs. 1,47,58,985/-. Foreign exchange earning Rs. Nil

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thanks all its colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta Mumbai, 30th June 2012 Managing Director

Mar 31, 2010

The Directors have pleasure in presenting the SEVENTEENTH Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2010

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Total Income 1427.13 962.71

Profit / (Loss) before Depreciation and Tax 13.90 (57.85)

Less: Depreciation 5.93 5.69

Profit / (Loss) before Tax 7.97 (63.54)

Less: Provision for Income Tax & FBT Nil 0.75

Profit/(Loss) after Tax 7,97 (64.29)

Balance brought forward from previous year (133.92) (69.63)

Balance Carried to Balance Sheet (125.95) (133.92)

DIVIDEND

In view of insufficient profit, the directors do not recommend any dividend for the year ended 31" March, 2010.

PERFORMANCE

Fiscal 2010 has been a year of renewal of confidence and optimism in the Indian Economy, as it has rebounded strongly from the impact of the global financial crisis and demonstrated its inherent strength and growth potential. Indias resilience has been admirable as it demonstrated that a domestic consumption driven economy is more immune to the vagaries of global uncertainties. Looking at the performance for the year, the profit after tax has increased to Rs. 7.97 lacs in 2010 against Loss of Rs.64.29 lacs in the last year.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and/or rules framed there under.

DIRECTORS

In accordance with the provision of the Companies Act, 1956, Shri Anurag Gupta, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended 31" March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them Consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at die end of die Financial Year and of die profit of the company for the year under review;

- That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of die Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

STATUTORY AUDITORS

M/s Bansal, Bansal & Co., Chartered Accountants, Auditors of the company, retires from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (1-B) of the Companies Act, 1956. The Board recommends die re-appointment of M/s Bansal, Bansal & Co., Chartered Accountants as the Auditors.

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

In view of the nature of activities are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Directors) rules, 1988, concerning conservation of energy and research and development and technology absorption respectively are not applicable to the Company.

The Company has no foreign exchange earning and outgo during the financial year ended 31sMarch 2010.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENT

The Directors takes this opportunity to dianks all its colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Anurag Gupta

Mumbai, 18th August 2010 Managing Director

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