Yash Management & Satelite Ltd

To

The Members,

Your directors have pleasure in presenting the 30^th 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, 2023.

The Company's Financial Performance for the year ended 31^st March, 2023 is summarized below:

(In thousand)

During the year under review (Standalone) total income of the Company is Rs. 1784.62 lacs as compared to last year's total income of Rs. 166.02 lacs and the company has earned a profit of Rs. 108.42 lacs (before other Comprehensive Income) during the year under review. During the year under review (consolidated) total income of the Company is Rs. 3405.82 lacs and the company has incurred a loss of Rs 176.90 lacs (before other Comprehensive Income) during the year under review. Your directors are making constant endeavor to ensure better performance of the Company.

The Company's 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, semiprecious metals, precious metals, textile products and all type of industrial products

Over the last two years, manufacturers in the Woven Sacks industry have seen a rollercoaster scenario. During the covid lockdown years, there was a huge demand of woven sacks all over India. This resulted in capacity expansion of existing units and entry of new players (like SPPL). There is no entry barrier in this industry. With respect to machinery, a large preference is given to Lohia Corp (Kanpur) for Tapeline and Looms. At the time when we placed the order of machinery, the expected waiting period for delivery of machinery was 8-9 months. However, the machinery was delivered only after 12 months of placing order and payment of advance amount. In this interim period, a large number of units came into existence, thereby increasing the supply of woven sacks vis a vis the demand. In today's time, 99% of the units in India are working at reduced capacity (of appx. 40-50%).

Order Scenario: Due to this huge unused manufacturing capacity, all the manufacturers are putting 100% efforts in securing orders. Your unit has carried out concrete work with respect to securing orders from the government (central & state) as well as cooperative societies and large corporates. We have BIS license of manufacturing FOOD Grade PP Woven Bags (IS 14887:2014) and SUGAR bags (IS 14968:2015). Major procurement of bags is done by the government departments via online portals such as GEM, e-procure & n-procure. Sudarshan Polyfab has participated in many such online tenders and tried to secure orders. One such tender was of Madhya Pradesh (MP) state government where the MP State Civil Supplies Corporation Limited department seeks to procure 3 crore bags for the upcoming wheat season. Sudarshan Polyfab has stood L45 after qualifying the technical and financial bid rounds.

Export Market: Various countries across European, African and American region have been major buyers of Woven Sacks for a long time. However, post breakout of the Russia-Ukraine war, the industry has seen a drastic drop in demand across the European region. Woven sacks are used as packaging material. The manufacturing industry in the Europe is at all time low, resulting in negligible demand of woven sacks. This fading of export market has forced exporters to sell their products in domestic market in India, increasing the competition locally.

Domestic Market: Currently, due to such a high competition and production surplus, the industry is working with very thin margins. The conversions are just enough to cover the Wages and Power expenses. Without profits, the industry is in an unviable situation and majority of the manufacturers are running at below 40% capacity. Your unit Sudarshan Polyfab too has borne the brunt of the market dynamics and has incurred cash losses. In the process of survival, we have eroded our working capital (Cash Credit limit) margins over the last one year.

Keeping in mind the above key factors, Management has decided to discontinue the operation and sell the Unit.

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-

"Consolidated Financial Statements".

The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by the Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward-looking statements that involve risk and uncertainties including those risks which are inherent in the Company's growth and strategy. The Company undertakes no obligation to publicly update or revise any of the opinions or forward-looking statements expressed in this report consequent to new information or developments, 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 management's own assessment and it may vary due to future economic and other future developments in the country.

Dwelling on the Outlook for 2023-24, the Survey says, India's recovery from the pandemic was relatively quick, and growth in the upcoming year will be supported by solid domestic demand and a pickup in capital investment.

The global economy is experiencing a slower than expected growth on account of a series of destabilizing shocks. Following the robust but uneven recovery after the downfall due to the pandemic; geopolitical tensions, supply chain disruptions, policy tightening to contain high and persistent inflation, financial stress along with the lingering effects of the pandemic have slowed down the global economic growth.

Inflation caused by a combination of disruptions in global supply chains, the impact of Russia-Ukraine conflict on key sectors among others, is peaking and more persistent than anticipated.

The role of the commodity market in India is the most important one in all as it directly affects the economy's growth and positively influences the agriculture sector.

The Indian financial market offers numerous ways, apart from equity, to invest, diversify and ensure a positively healthy portfolio. One such method is commodity trading. The commodity market in India is over 100 years old but was officially established through a legal trading mechanism in the year 2003. As every country relies on raw materials to grow, the commodities markets have a special place in driving a country's economy and allowing investors to profit along the way.

Due to the broad scope of environmental transformation, there are new commodities on exchanges, like biofuels. Commodity markets are now more competitive than ever, and this is only going to rise with technology growth. Therefore, investing in any commodity market today is viewed as positive.

A commodity market is a place for investors to trade in commodities like precious metals, crude oil, natural gas, energy, and spices, among others. Currently, the Forward Markets Commission allows futures trading in India for around 120 commodities. Trading in commodities is great for investors seeking to diversify their portfolio, as these investments often help with inflation.

In the past five to ten years, commodity markets have experienced a dramatic rise in the overall level of liquidity. While the past two years saw events such as the drop in liquidity in European power and gas trading, any repercussions are unlikely to affect the overall trend. One major factor has been large producers that moved from direct-to-consumer (D2C) sales into trading to capture more value from their global logistics, systems, and inventories. Recent market developments include increased price transparency, greater access to structured and unstructured data (such as satellite imagery and infrared detection), contract standardization, new exchanges and platforms, and regulations. The resulting lower barriers created a virtuous circle, with higher market participation, transaction volumes and costs, and speed to market.

The volatility of spiking commodity price levels has significantly tightened collateral requirements and increased the size and frequency of margin calls. Working capital requirements could rise by 1.5 to 3.0 times the current levels depending on the commodity. In power and gas, for example, price volatility has limited the scope of positions for market participants. According to estimates, energy margin calls could total $1.5 trillion.

The Survey narrates about six challenges faced by the Global Economy. The three challenges like COVID-19 related disruptions in economies, Russian-Ukraine conflict and its adverse impact along with disruption in supply chain, mainly of food, fuel and fertilizer and the Central Banks across economies led by Federal Reserve responding with synchronized policy rate hikes to curb inflation, leading to appreciation of US Dollar and the widening of the Current Account Deficits (CAD) in net importing economies. The fourth challenge emerged as faced with the prospects of global stagflation, nations, feeling compelled to protect their respective economic space, thus slowing cross-border trade affecting overall growth. It adds that all along, the fifth challenge was festering as China experienced a considerable slowdown induced by its policies. The sixth medium-term challenge to growth was seen in the scarring from the pandemic brought in by the loss of education and income-earning opportunities.

The Survey notes that like the rest of the world, India, too, faced this extraordinary set of challenges but withstood them better than most economies.

As 2023 begins, the world is facing a set of risks that feel both wholly new and eerily familiar. We have seen a return of "older" risks inflation, cost-of-living crises, trade wars, capital outflows from emerging markets, widespread social unrest, geopolitical confrontation and the spectra of nuclear warfare which few of this generation's business leaders and public policy-makers have experienced. These are being amplified by comparatively new developments in the global risks landscape, including unsustainable levels of debt, a new era of low growth, low global investment and de-globalization, a decline in human development after decades of progress, rapid and unconstrained development of dual-use (civilian and military) technologies, and the growing pressure of climate change impacts and ambitions in an ever-shrinking window for transition to a 1.5?C world. Together, these are converging to shape a unique, uncertain and turbulent decade to come.

The economic after effects of COVID-19 and the war in Ukraine have ushered in skyrocketing inflation, a rapid normalization of monetary policies and started a low-growth, low-investment era. Governments and central banks could face stubborn inflationary pressures over the next two years, not least given the potential for a prolonged war in Ukraine, continued bottlenecks from a lingering pandemic, and economic warfare spurring supply chain decoupling. Downside risks to the economic outlook also loom large. A miscalibration between monetary and fiscal policies will raise the likelihood of liquidity shocks, signaling a more prolonged economic downturn and debt distress on a global scale. Continued supply-driven inflation could lead to stagflation, the socioeconomic consequences of which could be severe, given an unprecedented interaction with historically high levels of public debt. Global economic fragmentation, geopolitical tensions and rockier restructuring could contribute to widespread debt distress in the next 10 years.

The commodity trading industry has enjoyed an upward trend over the past five years. While all industries go through multiyear cycles of peaks and troughs, the industry's prospects look excellent for the years ahead.

Indeed, commodity trading is on the cusp of the next normal. The energy transition now under way is an economic and physical transformation that cuts across and integrates the various global food, energy, and material systems. From a commodity trading standpoint, this transformation will increase structural volatility, disrupt trade flows to open new arbitrages, redefine what it means to be a commodity, and fundamentally alter commercial relationships. All these developments will create unique opportunities and challenges for new and incumbent players alike.

The Company's 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 as the commercial production of subsidiary has been commenced.

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 measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. Considering the size and nature of activities, the company has 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.

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.

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 2022-23, 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, 2023, 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. 2022-23 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 company's equity shares are listed with the BSE Ltd.

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, Non-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, Mr. Anurag Gupta has been re-appointed as Managing Director of the company for a period of 5 years with effect from 25^th July, 2022 to 24^th July 2027. 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.

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, Mr. Anurag Gupta (DIN: 00398458), Director, being longest in the office, shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

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

As on March 31, 2023, the Board had three committees: the audit committee, the nomination and remuneration committee and the stakeholder's 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.

• Mr. Anurag Gupta - Managing Director

• Mr. Vishwanath Kahar - Chief Financial Officer

• Ms. Saumya Agrawal - Company Secretary & Compliance Officer

Mr. Vishwanath Kahar was appointed as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 05^th July, 2023 in place of Ms. Hema Bose who has resigned w.e.f. 04^Th July, 2023.

The Board at its Board meeting held on 27^th June 2022, on the recommendation of Nomination and remuneration Committee, appointed Ms. Saumya Agrawal as the Company Secretary and Compliance Officer w.e.f. 27.06.2022.

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:

• In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures.

• 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.

• 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.

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

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

• 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 2023. 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 9 (Nine) times during the financial year ended 31^st March 2023, viz. on 4^th April, 2022, 10^th May, 2022, 30^th May, 2022, 27^th June, 2022, 10^th August, 2022, 02^nd September, 2022, 5^th November, 2022, 27^th January, 2023 and 27^th March, 2023 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 Board's Report.

Additionally, during the financial year ended 31^st March, 2023 a separate meeting of the Independent Directors was held on 27.01.2023 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 non-independent directors and performance of the Chairman.

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 "Nominations and Remuneration Policy" are explained in the Report on Corporate Governance along with the other details, which forms part of this Board's Report.

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-I hereto, which forms part of this Board's Report.

As on 31^st March, 2023 Sudarshan Polyfab Private Ltd is a subsidiary of the company with 61% holding.

The Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiary in the prescribed format AOC-1 is appended as Annexure II to the Board's report.

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.yashmanagement.in/Annual-General-Meeting.html.

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

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 2022-23. The Secretarial Auditors' Report for fiscal 2022-23 does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors' Report is enclosed as Annexure IV to the Board's report.

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 2022-23. 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 2022-23 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 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.

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. 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 Auditor's report given by M/s BKG & Associates, Statutory Auditors, on the Financial Statements of the Company, for the year ended 31^st March 2023, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

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 Board's 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 ("Listing Regulations") 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 Company's financial position have occurred between the end of the financial year of the Company and date of this 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 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.

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 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 risk identified, corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

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

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 Company's 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 ‘Internal control systems and their adequacy' section in the Management's discussion and analysis, which forms part of this Annual 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

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.

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

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

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.