Yamuna Syndicate Ltd

1.00 The Board hereby presents its Report for the year ended March 31, 2025.

2.01 The financial results of the Company are given below:

( in Lakhs)

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

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

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

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

5.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

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

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

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

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

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

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

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

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

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

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

i) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; ii) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and iii) that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

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

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

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

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

10.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:

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

11.01 As at March 31, 2025, the Authorized Share Capital was Rupees 3,25,00,000/- divided into 3,25,000 equity shares of 100/- each and Issued, Subscribed and Paid up Share Capital was Rs.3,07,36,500/- divided into 3,07,365 equity shares of 100/- each.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Projects segment.

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

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

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

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

15.00 AMOUNTS TRANSFERRED TO RESERVES, IF ANY :

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

32.01 The composition of Audit Committee is as below:-

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

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

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

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

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

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

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

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

36.01 Industrial relations remained peaceful.

37.01 The Company complies with all applicable Secretarial Standards.

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

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

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

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis : No such transactions

2. Details of material contracts or arrangement or transactions at arm's length basis:

(*) Resigned from directorship with effect from February 11, 2025.

READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014 (a) Conservation of energy

(b) Technology absorption

The Foreign Exchange earned in terms of actual inflows during the year: Nil

The Foreign Exchange outgo during the year in terms of actual outflows: Nil

1. Nature of Employment : All appointment are contractual and terminatable by notice on either side.

2. Other Terms and conditions : As per Company rules.

3. All the employees have adequate experience to discharge the responsibilities assigned to them. 4. None of the employees mentioned above is the relative of any director of the Company.

5. Remuneration includes, salary, Company's contribution to provident fund, leave travel concession/allowance, leave encashment, Bonus, house rent allowance, medical expenses reimbursement/allowance but excluding gratuity paid or provided. Where it is not possible to ascertain the actual expenditure incurred by the Company in providing perquisites the monetary value of such perquisites has been calculated in accordance with the Income Tax Act, 1961 and the Rules made thereunder.

The ratio of remuneration of each director to the median remuneration of the employees and percentage increase in remuneration of each director:

All the Directors including Independent Directors do not receive any remuneration other than sitting fees and commission. Details of sitting fees and commission paid to them are given in the report on Corporate Governance forming part of Annual Report and hence, are not included in the above table.