The Directors are pleased to present their thirty-second Annual Report, on the business and operations of Yash
Management and Satellite Limited (‘The Company’) together with audited financial statements for the financial
year ended March 31, 2025.
The financial statements are prepared in accordance with Indian Accounting Standards (‘Ind AS’).
Consolidated Operations: (In ? thousand)
| |
Consolidated
|
|
Particulars
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Year Ended 31st March,
|
| |
2025
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2024
|
|
Income from Operations
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2,98,765.16
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4,12,149.55
|
|
Other income
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12,212.68
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11,896.85
|
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Less:
|
|
|
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- Purchase
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2,22,769.13
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4,22,478.83
|
|
- Cost of Material consumed
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-
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27,268.59
|
|
- Change in Inventories
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67,220.88
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(53,601.97)
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- Manufacturing Expenses
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-
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7,913.86
|
|
- Employee Benefit expense
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4,458.41
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6,424.32
|
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- Other Expense
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34,002.29
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19,103.55
|
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- Depreciation and Amortization
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896.56
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6,900.31
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- Finance Cost
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1,188.55
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8,305.80
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|
Profit/(loss) before tax before Exceptional Item and Tax
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(19,557.97)
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(20,746.89)
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Less: Exceptional Items
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-
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3,991.09
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Profit/(loss) before tax
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(19,557.97)
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16,755.79
|
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Less: Tax Expense
|
|
|
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- Current Tax
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-
|
(3,625.62)
|
|
- Deferred Tax
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(2.27)
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3,885.37
|
|
Profit/(loss) after Tax
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(19,555.70)
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(16,496.05)
|
|
Other Comprehensive Income (net of tax)
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4,937.67
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8,275.79
|
|
Total comprehensive income
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(14,618.04)
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(8,220.26)
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Standalone Operations: (In ? thousand)
|
Particulars
|
Standalone
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|
Year Ended 31st March,
|
|
2025
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2024
|
|
Income from Operations
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2,98,748.29
|
3,69,552.47
|
|
Other income
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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
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4,217.62
|
5,124.99
|
|
- Other Expense
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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 31st 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 company’s 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 (“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
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
Company’s 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 Company’s website at: www.yashmanagement.in.
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 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 Board’s 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.
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 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 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.
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 Company’s shares, disclosures to be made, and consequences for violation and
handing and sharing Unpublished Price Sensitive Information (‘UPSI’).
The Company’s 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 ‘material’ related party transactions undertaken by the Company during the year that
require shareholder’s 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 Company’s 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:
• 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.
• 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.
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 (‘NRC’) 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 Company’s 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
“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.
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 29th AGM of the Company held in 2022, till the conclusion of the
34thAGM 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 31st 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 Auditors’ 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 Auditors’ Report is enclosed as Annexure -III to the Board’s 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 Board’s 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 Company’s 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, Directors’ Report, Audited Financial
Statements, Auditors’ 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 Company’s 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 07th June, 2025
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