Yash Trading & Finance Ltd

To the Members of

Your Directors have pleasure in presenting the 39^th Board’s Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2024.

A summary of the Company’s financial performance during the financial year:

(Amt in Rs. in lac except EPS)

During the year under review, there was no business activity carried on by the Company. The Company has incurred a net loss of Rs. 19.93 Lacs during the current year as compared to Net loss of Rs. 18.27 Lacs incurred during the previous year.

Mr. Pradeep Kumar Sethy became the promoter of the Company w.e.f. FY 2011-12 post completion of the open offer process under the erstwhile SEBI Takeover Code, 1997.

Post the same, there was a Governmental inquiry against the Artha Tatwa Group of our promoter Mr. Pradeep Kumar Sethy leading to inter alia the arrest of Mr. Pradeep Kumar Sethy. BSE Limited thereafter suspended the trading of the securities of the Company from BSE Limited vide BSE’s notice number 20131205-19 dated 5^th December, 2013 due to failure to comply with various provisions of the Listing Agreement. On August 5, 2014, the minority public shareholders of the Company held an Extra Ordinary General Meeting of the Company under Section 100 of the Companies Act, 2013 where new directors were appointed as Directors to ensure compliance with laws.

The Company has received communication ref. no. F. No. ECIR/04/BBSZO/2014 dated 12^th January, 2015 from the Directorate of Enforcement, Foreign Exchange Management Act and Prevention of Money Laundering Act, Bhubaneshwar Sub-Zonal Office, contents reproduced as under:

1. This office has initiated an investigation against the captioned group under the provisions of Prevention of Money Laundering Act 2002

2. In this connection is appears that Pradeep Kumar Sethy has acquired 49% shares of Yash Trading and Finance Limited Regd office at Bagri Niwas, 53/55 N M Path, Mumbai 400 002 (Corporate Office at 1209 P J Towers, Dalal Street, Fort, Mumbai 400 001)

3. It is requested that the said Shares should not be transferred, leased or mortgaged without the prior permission of the undersigned Your faithfully Sd/- D.V.S. Kishore, Assistant Director

It is understood that current promoter Mr. Pradeep Kumar Sethy is in jail and is not in touch with the current management.

The past promoter Mr. Uttam Bharat Bagri who is now a public shareholder post the 2011 open offer process has been supporting the company since August 2014 inter alia by giving pro bono administrative support for office operations including provision of desk space at their office(s) to use as corporate office and usage of office facilities like computers, electricity, manpower, etc. However, he has indicated to the company management that more than a decade has passed and he will be unable to continue this arrangement indefinitely.

The Board of Directors express their gratitude to him for the support provided to the company in the interest of smaller shareholders.

Your directors do not recommend any dividend for the year under review due to losses incurred by the Company.

During the year, no major business activity was carried out by the Company except investment / trading in the securities markets.

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

There is no change in the authorised, issued, subscribed and paid-up share capital of your Company during the financial year 2023-24.

? No equity shares with the differential rights as to dividend, voting rights etc, number of shares issued, diluted EPS etc., were issued during the year and thus no disclosure required. ? No Sweat Equity shares were issued during the year and thus no disclosure required.

? No shares were issued under a scheme of employees’ stock option and thus no disclosure required.

? There exists no scheme for provision of money for purchase of or subscription of shares by employees or by trustees for the benefit of employees of the company, and thus no disclosure is required.

No intimation regarding disqualification of Directors (in form DIR-8), on account of non-filing of financial statements or annual returns for continuous period of 3 years or non-repayment of deposits, non-redemption of debentures, non-payment of declared dividend, were received by the Company and thus, no disclosure required.

During the year under review, there are no material changes and commitments, which affect the financial position of your Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company in prescribed Form MGT-7 for the financial year ended

March 31, 2024 is available on your Company’s website at http://www.yashtradingfinance.com

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Act, 2013 forms part of financial statements.

Your Company has adequate systems of internal control, to ensure that all assets are safeguarded and protected against loss from unauthorized use and procedures commensurate with the size and nature of business. Your Company continuously upgrades its systems in line with the best availability practices. These systems are supported by periodical reviews by the management and standard policies and guidelines to ensure that financial and other records are prepared accurately. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observations were received from the Auditors of your Company for inefficiency or inadequacy of such controls.

Even through this non-production period the Company continues to ensure proper and adequate financial systems and procedures commensurate with its size and nature of its business.

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company. However, the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology. During the financial year under review the Company has earned Foreign Exchange of ‘Nil’ and incurred the Foreign Exchange outgo of ‘Nil’.

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

During the year there was no Related Party Transactions that were entered into during the financial year except sitting fees to independent directors. All transactions were on arm’s length and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders’ approval. As the paid-up equity share capital of the Company is less than Rs. 10 Crore and net worth is less than Rs. 25 Crore, as on the last day of the previous financial year, regulations of SEBI (LODR), 2015, specifically dealing with Related Party Transactions are not applicable.

M/s. Bhatter & Co., Chartered Accountants (ICAI Firm Registration No.: 131092W) were appointed as the Statutory Auditors of your Company at Annual General Meeting (AGM) of your Company held on September 30, 2022 for a term of five consecutive years from the conclusion of the Annual General Meeting held on September 30, 2022 until the conclusion of 42^nd Annual General Meeting of your Company to be held in the year 2027.

M/s. Bhatter & Co., Statutory Auditors of your Company has audited books of account of your Company for the financial year ended March 31, 2024 and have issued the Auditors’ Report on the Financial Statements thereon. The Auditor’s Report does not contain any qualification, reservation or adverse remark or Disclaimer.

Your Company had designated M/s. MAKK & Co. (Formerly Known as M/s. R. Jaitlia & Co.), Chartered Accountants, (ICAI FRN 117246W) as an Internal Auditor of your Company, in compliance with the provisions of Section 138 of the Act and Rules framed thereunder.

Internal Audit Reports are reviewed by the Audit Committee of your Company at their meetings held during quarterly intervals. Internal Auditor carried out his functions as per the scope of work assigned and placed his reports at the meetings of the Audit Committee, during quarterly intervals.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Sonam Jain, Practicing Company Secretaries were appointed as Secretarial Auditor of your Company to undertake the Secretarial Audit of your Company for the year under review. The report of Secretarial Audit in Form No. MR-3 for the FY 2023-24 is annexed herewith as ‘Annexure I‘. The said report does not contain any qualification, reservation or adverse remark or disclaimer.

Since the Company does not have paid up equity share capital exceeding Rs.10 Crore and Net Worth exceeding Rs.25 Crore, compliance with Regulations 17 to 27, Regulation 46(2)(b) to 46(2)(i) and para-C, D and E of Schedule V, are not applicable to the Company.

As the paid-up equity share capital of the Company is less than Rs. 10 Crore and net worth is less than Rs. 25 Crore, as on the last day of the previous financial year, regulations of SEBI (LODR), 2015, specifically dealing with constitution of Board & committees thereof, KMP, corporate governance requirements etc, are not applicable

Board of the Company is duly constituted in compliance with Section 149 of the Companies Act, 2013 read with rules made thereunder. All the Directors of the Company are resident of India.

In compliance with Chapter XI - Appointment and Qualifications of Directors and Chapter XIII - Appointment and Remuneration of Managerial Personnel read with rules made thereunder and Schedule IV - Code for Independent Directors, Company have appointed Ms. Jyoti Budhia (DIN: 00332044) and Mr. Ajay Sharma (DIN: 06960753) as Independent Directors to hold office for a term of 5 consecutive years not liable to retire by rotation, on the Board of your Company. The current term of Ms. Jyoti Budhia (DIN: 00332044) and Mr. Ajay Sharma (DIN: 06960753) as Independent Directors of the Company will be ending on 25^th September, 2024. Company is in receipt of "Declaration of Independence" for the financial year 2023-24, as prescribed under 149(7), stating that the Independent Directors meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013. Independent Directors of the Company have successfully cleared the ‘Online Proficiency Self-Assessment’’ as required under Ministry of Corporate Affairs vide its notification dated 22^nd October, 2019 has issued the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

In compliance with Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Ms. Jyoti Budhia (DIN: 00332044) is appointed as woman director on the Board of the Company whose current term will be ending on 25^th September, 2024. iii. Executive/Non-Executive Directors:

Mr. Sadiq Patel (DIN: 06911684) is re-appointed as Whole time Director in compliance with section 202, 203, 196 and 197 of the Companies Act, 2013 read with rules made thereunder for a term of 5 years ending 29^th September, 2025. Mr. Dinesh Mundhra (DIN: 00389283) is a Non-Executive Director on the Board of the Company. In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Dinesh Mundhra retires from the Board by rotation, and being eligible, offers himself for re-appointment.

Pursuant to section 152(6) of the Companies Act, 2013 2/3^rd of total number of directors of public company are liable to retire by rotation.

Board of your Company, as on the date of this report, composes of:

Apart from the above, there are no changes in the composition of Board of Directors during the financial year 2023-24. iv. Key Managerial Personnel (KMP):

In compliance with Section 204 of the Companies Act, 2013 read with rules made thereunder and Regulation 6 of SEBI (LODR), 2015, Mr. Sadiq Patel is appointed as Whole Time Director and Ms. Kavita Akshay Chhajer as Company Secretary and Compliance officer, of the Company w.e.f 01^st April, 2023 in place of Ms. Krisha Mehta, Company Secretary and Compliance office of the Company who has resigned from the Company w.e.f. 07^th October, 2022.

The Audit Committee of your Company composes of the following members:

Four meetings of the Board were held during the year on 12^th May, 2023, 28^th July, 2023, 20^th October, 2023 and 2^nd February, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, Rules framed thereunder read with the Secretarial Standards on Meetings of the Board of Directors.

Pursuant to the provisions of the Section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company appointed, Ms. Himani Bhootra (DIN 09811030) as an Additional Director the Company with effect from 25^th September, 2024.

Pursuant to provisions of Section 161 (1) of the Act, Ms. Himani Bhootra (DIN 09811030) would hold office up to the date of this Annual General Meeting.

Further the Board of Directors also appointed her as an Independent Director pursuant to Section 149 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder. The Company has received a notice in writing, from Ms. Himani Bhootra (DIN 09811030), under the provisions of Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director of the Company for consideration of members in the 39^th Annual General Meeting.

The Company has received from Ms. Himani Bhootra (DIN 09811030), consent in writing to act as a Director of the Company and declaration to the effect that she is not disqualified under Section 164 of the Companies Act, 2013. Also Ms. Himani Bhootra (DIN 09811030) has given a declaration to the Board that she meets the criteria of independence as provided under Section 149(6) of the Act.

Ms. Himani Bhootra (DIN 09811030) is a Company Secretary with strong knowledge of company laws and legislation.

Pursuant to the provisions of the Section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company appointed, Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775) as an Additional Director the Company with effect from 25^th September, 2024.

Pursuant to provisions of Section 161 (1) of the Act, Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775) would hold office up to the date of this Annual General Meeting.

Further the Board of Directors also appointed him as an Independent Director pursuant to Section 149 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder. The Company has received a notice in writing, from Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775), under the provisions of Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company for consideration of members in the 39^th Annual General Meeting.

The Company has received from Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775), consent in writing to act as a Director of the Company and declaration to the effect that he is not disqualified under Section 164 of the Companies Act, 2013. Also Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775) has given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act.

Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775) is a Chartered Accountant with 13 years of comprehensive expertise in visionary leadership, executive oversight, and strategic advisory roles. In addition to providing advisory services in Direct and Indirect Taxation, He has a proven track record in auditing PSU bank branches. He has specialization in project finance and subsidy-related consultancy.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ab ility, confirm that: ? In the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ? the Directors 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 2023-24 and of the profit of the Company for that period; ? The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; ? The Directors have prepared the annual accounts on a going concern basis; ? The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively; ? The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. ? Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year are as follows:

Note: In view of losses incurred by the Company during the year, the Whole Time Director has foregone his remuneration for the financial year ended 2023-24.

There is no employee covered under the provisions of Section 197(14) of the Act.

Ms. Kavita Akshay Chhajer, Company Secretary and Compliance Officer is the only permanent employee on the pay roll of the Company, and hence disclosure under Rule 5(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable for the Company.

It is affirmed that the remuneration is as per the remuneration policy of the Company.

Your Board consists of personalities with professional expertise and credentials. Their experience and professional credentials is expected to help your Company for strategy formulation and its implementation, thereby enabling its growth objectives.

In the opinion of the Board, the independent director(s) appointed/ continuing during the year possesses requisite integrity, expertise, experience and proficiency.

The Company has received declarations from the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet 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.

Further, they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the Financial year 2023-24 separate meeting exclusively of Independent Directors was held on 02^nd February 2024.

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board 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 Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non -executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Board has on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is stated in Annexure-II of this report.

During the year under review, your Company has not accepted any deposits in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, no amounts were outstanding which were classified as ‘Deposits’ under the applicable provisions of Act as on the date of Balance Sheet.

The Company has adopted a Vigil Mechanism Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The provisions of this policy which is uploaded on the Company’s website are in line with the provisions of Section 177 (9) of the

Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/Listing Agreement.

Particulars of Employees and Remuneration i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year No remuneration was paid to the Directors during the year under review other than sitting fees to independent directors. ii. The percentage increase in remuneration of each director, Chief Financial Officer (CFO), Chief Executive Officer

(CEO), Company Secretary or Manager, if any, in the financial year - Not applicable iii. The percentage increase in the median remuneration of employees in the financial year Not applicable iv. The number of permanent employees on the rolls of the company; - There was only one employee on the payroll of the

Company. v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration During the year under review, except for Company Secretary, no other managerial personnel was paid remuneration and thus, no comparative data is available for disclosure. vi. Remuneration payable to the managerial personnel is as per the Remuneration policy of the Company.

vii. The names of the top ten employees in terms of remuneration drawn There is only one employee on the payroll of the Company, viz. CS Kavita Akshay Chhajer viii. The name of every employee, who a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than Rs.1.2 Crore No such case during the year under review. b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. 8.5 lac per month No such case during the year under review. c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company No such case during the year under review.

The Company is currently listed on BSE Limited under scrip code 512345 and under scrip id YASTF. Your Company has paid Annual listing fee for the financial year 2023-24 to the abovementioned exchange.

The Central Government has not prescribed maintenance of cost records for your Company under Section 148 (1) of the Act.

During the year under review, your Company has not made application under the Insolvency and Bankruptcy Code, 2016 and no proceeding was pending under the said code.

There was no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions as there was no one time settlement and the valuation done during the year.

As on the date of notification of clause 5A to para A of part A of schedule III of SEBI Listing Regulations, 2015 i.e. 15^th July, 2023 there exist no agreements as stated under the said clause.

The criteria prescribed for the applicability of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not applicable to your Company.

The Management Discussion and Analysis Report for the financial year under review, as per Regulation 34(2)(e) of the SEBI Listing Regulation is presented in a separate section forming part of this Annual Report.

There is no significant material orders passed by the Regulators / Courts or Tribunals which would impact the going concern status of your Company and its future operations.

There are no shares in the demat suspense account or unclaimed suspense account, hence no disclosure made.

The disclosure on the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to your Company.

There is no such Company which has become or ceased as a subsidiary, associates and joint ventures, during the year under review.

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.