York Exports Ltd

To, The Members,

Your directors have pleasure in presenting their 42" Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2024.

1. Financial Highlights (Rs. in Lacs)

2. State of Company?s Affairs and Future Outlook

Company is operating under single segment that is textile manufacturing. During the year under review, the company has achieved a sales turnover of 3157.05 Lacs as compared to Rs.3444.04 Lacs for the previous year, registering a decrease of 8.33%. However, profit after tax at 81.79 Lacs for the year under review has registered a decrease of 7.46% as compared to Rs. 88.38 Lacs for the previous year. Directors are pleased to inform you that during the year under review, the company has started opening its retail outlets on company owned company operated and franchisee models. As on date of this report seven stores of company owned company operated and six stores on franchisee models are operational and response is encouraging .The company proposes to open more outlets under its Brand name ‘Club York” across major cities in India.

3. Dividend

The Board of Directors have decided to conserve the resources for future requirements and hence do not recommend any dividend for the year under review.

4. Amounts Transferred to Reserves

The company was not required to transfer any amount to Reserves.

5. Changes in Share Capital

The paid up Equity Share Capital as on March 31%, 2024 was Rs. 336.28 Lacs only. There was no change in the Share Capital during the year under review.

6. Annual Return

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company www.yorkexports.in_under the tab Annual Return for the year 2023-2024

7. Number of Board Meetings

During the year under review Board of Directors met Fourteen (14) times including one meeting of independent directors of the company, the details of which is mentioned/given in Corporate Governance Report (Annexure-2). The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

8. Particulars of Loan, Guarantees and Investments under Section 186

The company has not given any loan or given guarantee for loans taken by others from banks or financial institutions or made investments during the year under review.

9. Human Resources

The well-disciplined workforce which has served the company for three decades lies at the very foundation of the company?s major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

10. Related Party Transactions

All fransactions entered into with Related Parties as defined under applicable provisions of SEBI (listing obligation and disclosure requirements) regulation, 2015 during the financial year were in the ordinary course of business and on an arm?s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.The Board of Directors has adopted Related Party Transaction Policy and the same is available on following link http://www. http://www.yorkexports.in/financial-results/policy/related%20%20party %20transactions.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

11. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the Companies (Accounts) Rules , 2014, is annexed.

12. Details of Subsidiary, Joint Venture or Associates

The company has no subsidiary or Joint Ventures. However, the company has an associate company viz. York Oil & Fats Pvt. Ltd.

13. Risk Management Policy

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro- active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today?s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

14. Internal Control System and their Adequacy

The Company has adequate system of intemal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the intenal control and monitors them in accordance with policy adopted by the company.

15. Vigil Mechanism/ Whistle Blower Policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviourthe company has adopted a vigil mechanism policy. This policy is explained in corporate governance report (Annexure- 2) and also posted on the website of

company. 16. Directors

Sh. Gian Chand Dhawan, Managing Director expired on 12-05-2024. Board of Directors wishes to place on record the valuable advice and guidance received from him during his entire journey with the company.

In accordance with the provisions of Companies Act, 2013 Sh. Ashwani Dhawan (DIN:00264986), Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Anil Bansal, Independent Director, ceases to be Director on completion of his second term of consecutive five years each as Independent Director on 30-09-2024.

Mr. B.B. Jain, Independent Director, also ceases to be Independent Director of the Company w.e.f. 30th September, 2024 on completion of his second term of appointment as Independent Director. However, on the recommendation of the Nomination & Remuneration Committee he is proposed to be appointed as non-executive non-independent director of the company. The necessary resolution for his appointment is placed in the Notice convening the Annual General Meeting for members? consideration and approval.

Mr. Sanjay Arora, was appointed as director of the Company w.e.f. 18-06-2004. Further, he was appointed as an Independent Director of the Company, in terms of Sections 149, 150, 152 of the Companies Act, 2013 for a consecutive term of five years by the Members in their Annual General Meeting held on 30" September, 2014. However, due to his health issues at that time he had resigned from the Board of Directors w.e.f. 07-06-2019. Since he is fully recovered in his health, he is now again proposed to be appointed as an Independent Director of the Company for a consecutive period of five years from the date of 42" Annual General Meeting i.e. from 30-09-2024 to 29-09-2029, not liable to retire by rotation. The Company has received requisite notice in writing from a Member proposing the appointment of Mr. Sanjay Arora as a candidate for the office of Director of the Company. The necessary resolution for his appointment is placed in the Notice convening the Annual General Meeting for members? consideration and approval.

Committees

There is no change in the composition of Board and committees during the year under review.

17. Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Applicable regulations of SEBI (listing obligation and disclosure requirements) regulation, 2015 , the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

18. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report (Annexure 2).

19. Deposits

The Company has not accepted any deposits during the year and no deposits remained unpaid or unclaimed as at the end of the year under review and there has been no default in the repayments of deposits.

20. Audit Committee

The company has constituted the audit committee and has the following Chairman and members:

21. Nomination and Remuneration Committee

The company has constituted Nomination and Remuneration Committee and has the following Chairman and Members:

22. Stakeholders Relationship Committee

The company has constituted Stakeholders Relationship Committee and has the following Chairman and Members:

23. Director?s Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended March 31, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the company for the financial year ended 315 March, 2024. c) That proper and sufficient care has been taken 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; d) That the annual financial statements have been prepared on a going concermn basis; e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) Thatsystems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

24. Declaration by Independent Directors

The Company has received declaration of Independence from Sh. Bharat Bhushan Jain, Smt. Veena Vahi, Sh. Anil Kumar Bansal and Sh. Ajay Puri that the Independent Directors meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

25. Sexual Harassment Prevention

York Exports Limited has implemented Prevention, prohibition and redressal Act, 2013 in its entirety regarding the sexual Harassment of women at workplace. Intemal Complaints Committees as per the provisions of the act have been constituted at corporate and works offices of York exports limited. Summary of sexual harassment issues raised, attended and dispensed during the year 2023-24

26. Auditors

> Statutory Auditors

Atthe Annual General Meeting held on 30". September, 2022, M/s Nanda & Bhatia, Chartered Accountants (Firm Registration No.004342N), were appointed as Statutory Auditors of the Company to hold office till the conclusion of 45%. Annual General Meeting of the Company. Further, the Statutory Auditors of the Company have submitted Auditors? Report on the accounts of the Company for the accounting year ended 315! March, 2024. This Auditors? Report is self-explanatory and requires no comments.

Audit Report

There is no qualification or adverse remark in Auditors? report. There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Companies Act, 2013.

> Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Harsh Goyal & Associates (CP No.:2802, FCS:3314),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report for the year ended 31.03.2024 is annexed (Annexure- 3).

> Internal Auditors

Sh. Sonu Sharma has been appointed as an Internal Auditor of the company under Section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

> Cost Auditors

The provisions for maintenance of cost records and cost audit are not applicable to company.

27. Significant and Material Orders Passed by the Regulators or Courts

During the year under review, No Order has been passed by any Regulators or Courts which affects the nature of going concern of the Company.

28. Corporate Governance

As per applicable regulations of SEBI (listing obligation and disclosure requirements) regulation, 2015 with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company?s Secretarial Auditor confirming compliance forms an integral part of this Report (Annexure- 2A and Annexure 2B).

Certificate by Managing Director that the Independent Directors fulfil conditions specified in SEBI (LODR) Regulations, 2015 is attached (Annexure 2C) Declaration by Managing Director that the Board Members and KMPs have complied with the Code of Conduct is attached (Annexure 2D).

29. Corporate Social Responsibility

Though the provisions of Companies Act, 2013 regarding Corporate Social responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

30. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5, of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith (Annexure-1).

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The median remuneration of employees of the Company during the financial year 2023-24 was Rs.267527/-

31. Material Changes and Commitment, if any, affecting the Financial Position of the Company

There are no material changes or commitment during the period under review affecting the financial position of the company.

32. Financial Viability of the Company

The company has not defaulted in repayment of dues to financial institutions, banks and not given any guarantee for loans taken by others from banks or financial institutions during the year under review.

33. Disclosure under the Insolvency and Bankruptcy Code

Company has not made any application or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year under review.

34. Disclosure on Valuation of Assets

During the year under review, the Company has not done any one time settlement and hence no information is provided on difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

35. Acknowledgements

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your Directors wish to thank the shareholders for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters in the years to come.

36. Cautionary Statement

The statements contained in the Board?s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.