To
The Members,
Yash Management and Satellite Ltd.
Your directors are pleased to present the 33 rd Annual
Report together with the Audited Standalone and Consolidated Financial Statements of the
Company for the financial year ended March 31, 2026.
The financial statements are prepared in accordance with Indian
Accounting Standards (‘Ind AS').
FINANCIAL PERFORMANCE
Consolidated Operations:
| Particulars |
Consolidated |
|
Year Ended 31st
March, |
|
2026 |
2025 |
| Revenue from Operations |
275,183.82 |
2,98,536.25 |
| Other Income |
7,349.77 |
13,544.03 |
| - Total Income |
282,533.59 |
312,080.28 |
| Total Expenses |
280,861.74 |
330,535.84 |
| Profit / (Loss) Before Tax |
1,671.85 |
(18,455.56) |
| Profit / (Loss) After Tax |
1,673.13 |
(18,455.69) |
| - Total Comprehensive Income |
3,687.17 |
(14,624.38) |
| Profit/(loss) after Tax |
1,673.13 |
(18,455.69) |
| Other Comprehensive Income (net of tax) |
2,014.04 |
3,831.31 |
| Total Comprehensive Income |
3,687.17 |
(14624.38) |
Standalone Operations:
| Particulars |
Standalone |
|
Year Ended 31st
March, |
|
2026 |
2025 |
| Revenue from Operations |
275,183.82 |
298,536.25 |
| Other Income |
5,206.23 |
8,941.20 |
| - Total Income |
280,390.05 |
307,477.45 |
| Total Expenses |
280,487.48 |
329,098.87 |
| - Profit / (Loss) Before Tax |
(97.43) |
(21,621.42) |
| Tax Expense |
NIL |
NIL |
| Profit / (Loss) After Tax |
(97.43) |
(21,621.42) |
| Other Comprehensive Income |
2,014.04 |
3,831.31 |
| Total Comprehensive Income |
1,916.61 |
(17,790.11) |
| Earnings Per Share (Basic & Diluted) |
0.11 |
(1.05) |
STATE OF COMPANY'S AFFAIRS
During the year under review, the Company continued its business
operations in trading and investment activities. The Company recorded standalone revenue
from operations of ? 2,75,183.82 thousand as against ? 2,98,536.25 thousand in the
previous financial year.
The Company incurred a total comprehensive income of ? 1916.61 thousand
during the year under review as compared to a total comprehensive loss of ? 17,790.11
thousand in the previous year. On consolidated basis, the Group reported total
comprehensive income of ? 3,687.17.
The management continues to focus on operational efficiency, prudent
cost management, strengthening internal controls and exploring new business opportunities.
CAPITAL STRUCTURE
During the year under review, there was no change in the authorised,
issued, subscribed and paid-up share capital of the Company.
The paid-up equity share capital of the Company as on March 31, 2026
stood at ? 17 Crores divided into 1,70,00,000 equity shares of ? 10/- each.
The Company had not issued any equity shares with differential rights
during the F.Y. 2025-26 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.
OTHER EQUITY
The Standalone total other equity increased to INR 86,623.34 thousand
as compared to INR 84,706.73 thousand as of FY 2025, Increase of INR 1,916.61 thousand.
The Consolidated other equity increased to INR 52,556.93 thousand as
compared to INR 49,560.25 thousand as of FY 2025, Increase of INR 2,996.68 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 (5,421.63) thousand on Standalone basis.
On consolidated basis, the balance in the Retained earnings stands at
INR (39,488.04) thousand.
DIVIDEND
In view of the financial position of the Company and conserve resources
for future business operations, your directors do not recommend any dividend for the
financial year ended March 31, 2026.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS
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.
SUBSIDIARIES
As on March 31, 2026, the Company had subsidiary company namely
Sudarshan Polyfab Private Limited
A statement containing salient features of the financial statements of
subsidiaries / associates / joint ventures in Form AOC-1 forms part of the Annual Report
as Annexure - I.
The Consolidated Financial Statements prepared in accordance with
applicable Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 form part of the Annual 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.vashmanagement.in.
MATERIAL CHANGE AND COMMITMENT
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to which these financial
statements relate and the date of this Report.
HUMAN RESOURCES
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.
PARTICULARS OF EMPLOYEE AND REMUNERATION
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.
CORPORATE GOVERNANCE
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 POLICY
The risk management philosophy of the Company is built based on its
vision and strategic goals. Since, risk is an integral part of every business activity,
the Company aims to embed risk management in its regular course of business. This ensures
that risk management is not seen as a traditional silo based activity but is practiced by
individual functions/business as a part of their day to day operations. Risk Management
policy is framed with the 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.
INTERNAL CONTROL SYSTEM
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.
CODE OF PREVENTION
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').
CODE OF FAIR DISCLOSURE
The Company's Code of Fair Disclosure is placed on the website of
the Company www.yashmanagement.in.
RELATED PARTY TRANSACTION
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 to 76 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2025-26,
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, 2026, 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. Yash Gupta (DIN: 07638743) was appointed as
Managing Director of the company for the period of five-year w.e.f. 17th May,
2025 till 16th May, 2030 and Mr. Pawan Agrawal (DIN: 11021699) was appointed as
Non- Executive Independent Director of the Company w.e.f. 17th May, 2025 who
shall hold office for a period of 5 consecutive years up to 16th May, 2030.
Both the appointments were approved by the shareholders at the Annual General Meeting held
on July 29, 2025.
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.
Seven 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 Company has received declarations from all Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015.
In the opinion of the Board, all Independent Directors possess
integrity, expertise and experience required for discharge of their duties
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.
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 23rd
2026, 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, 2026:
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
Statutory Auditors
M/s. BKG & Associates, Chartered Accountants, (FRN:114852W)
Statutory Auditors of the Company, continue to hold office in accordance with the
provisions 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.
The Notes on Financial Statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
There are no qualifications, reservations, adverse remarks or
disclaimers made by the Statutory Auditors in their Audit Report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read
with 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 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 Report in Form MR-3 forms part of the Annual
Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
Internal Auditor
Pursuant to Section 138 of the Companies Act, 2013, the Company has
adequate internal audit system commensurate with the size and nature of its business.
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 2025-26.
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 2025-26 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 continues to support the 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.vashmanagement.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
for the Financial Year 2025-2026 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.
The Board of Directors has decided not to transfer any amount to
General Reserve during the financial year under review.
ACKNOWLEDGEMENT
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.
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