Yash Chemex Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting the 19th Annual Report of your Company along with the
Audited Standalone and Consolidated Financial Statements for the Financial Year ended on March 31,
2025.

1. FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as of March 31, 2025, have been prepared in
accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), and the applicable of the Companies Act, 2013 (“Act”)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	5796.47	6134.90	9528.29	9490.92
Other Income	6.22	79.84	224.46	161.65
Total Income	5802.69	6214.74	9752.75	9652.57
Less: Expenditure	5539.67	6292.59	9198.96	9493.41
Profit/Loss before Interest, Depreciation and Tax	263.02	(77.85)	553.79	159.16
Less: Interest	64.63	77.45	155.84	154.87
Less: Depreciation and Amortization	1.05	1.15	9.89	11.37
Less: Extra Ordinary Items	-	-	-	-
Profit/Loss Before Tax	197.34	(156.45)	388.06	(7.08)
Less: Tax Expenses	74.90	(65.22)	104.45	(39.94)
Current Tax	63.15	8.31	83.41	35.91
T ax in respect of earlier year	3.20	4.86	7.40	10.17
Deferred Tax Asset	8.55	(78.39)	13.64	(86.02)
Profit/Loss After Tax	122.44	(91.23)	283.61	32.86

Performance Review & State of Company''s Affairs
Standalone Operating Results

Your Company operates single segment business viz. Trading of Chemical. At standalone level, the net
revenue from operations for the financial year 2024-25 is Rs. 5796.47 Lakhs compared with Rs. 6134.90
Lakhs for the Previous Year. The Profit before tax for the financial year 2024-25 is Rs 197.34 Lakhs as
against loss of Rs. (156.45) Lakhs for the Previous Year. Total Comprehensive Income for financial year
2024-25 is Rs. 127.42 Lakhs compared to Rs. (36.01) Lakhs for the Previous Year.

Consolidated Operating Results

The Net Consolidated Revenue from operations for the financial year 2024-25 is Rs. 9528.29 Lakhs as
against Rs. 9490.92 Lakhs for the Previous Year. The Consolidated operating Profit before tax for the
financial year 2024-25 is Rs. 388.06 Lakhs as against Loss of Rs. 7.08 Lakhs for the Previous Year. Total
Comprehensive Income for the financial year 2024-25 is Rs. 287.89 Lakhs compared to Rs. 86.87 Lakhs
for the Previous Year.

2. DIVIDEND

With a view to conserve the financial resources, your directors have considered it financially prudent in
the long-term interests of the Company to reinvest the profits into the business of the Company to build
a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares
of the Company for the financial year 2024-25.

Further there was no Unclaimed and Unpaid Dividend Amount in the Company.

3. TRANSFER TO RESERVES

Your Company has incurred a Profit of Rs. 122.44 Lakhs during the Financial Year 2024-25, there are no
amount transfer to reserves.

4. PUBLIC DEPOSITS

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was
outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its
Directors/Relatives of Directors have been disclosed in Note No.: 46 (Related Party Transactions) which
forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans
extended/to be extended by them to the Company are their owned funds only and not borrowed from
any person or entity.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, the Company has not changed its nature of business.

6. CAPITAL STRUCTURE

During the year under review, there has been no change in the Capital Structure of the Company.

A. Authorized Share Capital

As on 31^st March 2025, The Authorized Share capital of the Company is Rs. 11,00,00,000/- (Rs. Eleven

Crore only) divided into 1,10,00,000 Equity Shares of Rs 10 /- each.

B. Issued Capital, Subscribed and Paid-up Capital

The Paid-up Equity share Capital of the Company is Rs. 10,24,34,250/- (Rs. Ten Crore Twenty-Four Lakhs
Thirty-Four Thousand Two Hundred Fifty only) divided into 1,02,43,425 Equity Shares of Rs 10 /- each.

Depository System:

As the members are aware, the Company''s Equity Shares are compulsorily tradable in electronic form.
As on 31^st March 2025, 100% of the Company''s total paid up Equity Capital representing 1,02,43,425
Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer,
except transmission and transposition, of securities shall be carried out in dematerialized form only. In
view of the numerous advantages offered by the Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail of the facility of dematerialization from either of the
depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who
are holding shares in physical form, advising them to get the shares dematerialized.

The Company has not issued any Shares with or without differential rights or Debentures or any other
securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue,
Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINACIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL YEAR RELATE AND THE DATE OF THE REPORT.

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report,
no material changes and commitments which could affect the Company''s financial position occurred
between the end of the financial year of the Company and date of this Report.

8. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS.

To ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation
19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other
applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the
Company have formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company have been made available on the website of
the Company i.e., www.yashchemex.com

9. INSURANCE.

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all
movable and immovable assets against numerous risks and hazards.

10. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS
\COMMITTEE.

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, required disclosure is given below:

(a) The Company has constituted Internal Committee as per provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and
framework for employees to report sexual harassment cases at workplace and its process ensures
complete anonymity and confidentiality of information. Workshops and awareness programmes
against sexual harassment are conducted across the organization.

(b) Details of complaints at the opening of, filed and resolved during, and pending at the end of, the
financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

11. RISK MANAGEMENT.

Risk Management is an integral part of our strategy for stakeholders'' value enhancement and is
embedded into governance and decision-making process across the Organization. The Company has in
place the Risk Management Policy to ensure effective responses to strategic, operational, financial and
compliance risks faced by the Organization.

This Policy deals with identifying and assessing risks such as operational, strategic, financial, security,
property, regulatory, reputational, cyber security and other risks and the Company has in place an
adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of
your Company is of the opinion that, at present, there are no elements of risks which may threaten the
existence of the Company.

12. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES.

At the end of the financial year under review, None of the Companies have become or ceased to be Joint
Ventures or Associate Companies.

Yasons Chemex Care Limited is a Subsidiary Company of Yash Chemex Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements
of our Subsidiary in the Form AOC-1 is annexed and form part of the Annual Report as Annexure A. In
accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the
consolidated financial statements, audited accounts of the Subsidiary and other documents are available
on your Company''s website: www.yashchemex.com.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 times during the year. i.e. 22.05.2024, 13.08.2024,

03.09.2024, 14.11.2024, 13.02.2025, and 27.03.2025 respectively, proper notices were given and
proceedings were properly recorded, signed and maintained in the minute''s book kept by the Company.

The time gap between the two meetings was in accordance with the requirements. Every Director
currently on the Board of the Company has personally attended at least one Board Meeting in the
financial year 2024-25. All the information required to be furnished to the Board was made available
along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1
(relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings)
issued by the Institute of the Company Secretaries of India.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March 2025, the Board composition is as under:

S. No.	Name	Designation
1.	Mr. Pritesh Y. Shah	Managing Director
2.	Mrs. Dimple P. Shah	Whole-Time Director
3.	Mr. Jinal D. Shah	Independent Director
4.	Ms. Angee R. Shah	Independent Director
5.	Mr. Rushabh A. Shah	Independent Director

Appointments:

During the year under review, No Director was appointed on the Board of the Company.

Retire by rotation and Re-appointments:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your
Company, Mr. Pritesh Y. Shah is liable to retire by rotation at 19^th AGM and being eligible offer himself
for reappointment.

An appropriate resolution for his re-appointment is being placed for your approval at 19^th AGM. The brief
resume of Mr. Pritesh Y. Shah with other related information has been detailed in the Notice of AGM
which is forming part of the Annual Report.

Resignations/Retirements along with facts of resignation:

During the year under review, No Director has resigned from the office of Director of the Company.

Key Managerial Personnel:

There are changes in the Key Managerial Personnel of the Company:

Sr. No.	Name	Nature (Resignation/Appointment)	Designation	Effective Date
1	Rid dhi D . Shah	Re s ignatio n	Company Secretary	25/05/2024
2	Pragati Jain	Appointment	Company Secretary	13/08/2024

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions
of Section 203 of the Companies Act, 2013, throughout the Financial Year 2024 -25:

1. Mr. Pritesh Y. Shah - Managing Director and Chief Financial Officer.

2. Mrs. Dimple P. Shah - Whole Time Director.

3. Miss. Pragati Jain -Company Secretary and Compliance Officer (Appointed w.e.f 13^th August 2024)
Annual Evaluation of Board''s Performance:

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations''), an annual performance evaluation of the Board,
its Committees and the Directors was undertaken which included the evaluation of the Board as a whole,
Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers
the areas relevant to the functioning of the Board and Board Committees such as its composition,
oversight and effectiveness, performance, skills and structure etc. The performance of individual
directors was evaluated on parameters such as preparation, participation, conduct, independent
judgment and effectiveness. The performance evaluation of Independent Directors was done by the
entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not
participated. The evaluation process has been explained in the corporate governance report section in
this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the
Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under
Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and
Listing Regulations and are independent of the management. The Board skill/expertise/ competencies
matrix of all the Directors, including the Independent Directors is provided in the Corporate Governance
Report forming part of this Annual Report. All the Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs (“IICA”).

Familiarization Program for Independent Directors:

At the time of the appointment of an Independent Director, the Company issues a formal letter of
appointment outlining his/her role, function, duties and responsibilities. Further, the Independent
Directors are introduced with the corporate affairs, new developments and business of the Company
from time to time. The Familiarization program is also available on the website of the Company.

Pecuniary relationship:

During the year under review, except those disclosed in the Audited Standalone Financial Statements,
the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the
Company.

15. COMMITTEES TO THE BOARD:

In compliance with the requirement of applicable laws and as part of best governance practices, the
Company has followed Committees of the Board as on 31 March 2025:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholders Relationship Committee.

a. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Audit Committee comprises of the following Members:

1. Mr. Jinal D. Shah: Chairperson - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

4. Mr. Pritesh Y. Shah: Member - Executive Director

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit
Committee has made observations and recommendations to the Board of Directors, which have been
noted and accepted by the Board.

During the Financial Year 2024-25, all recommendations made by the Audit Committee to the Board of
Director were accepted by the Board and there were no instances where the recommendations were not
accepted.

The Members of the Committee met 6 times during the year. i.e. 22.05.2024, 13.08.2024, 03.09.2024,

14.11.2024, 13.02.2025 and 27.03.2025.

b. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings
of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Nomination and Remuneration Committee comprises of the following Members: -

1. Mr. Jinal D. Shah: Chairperson - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member - Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

The Members of the Committee met 4 times during the year. i.e. 22.05.2024, 13.08.2024, 14.11.2024 and

27.03.2025.

c. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part
D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the committee comprises of the following Members:

1. Mr. Jinal D. Shah: Chairperson - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member - Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

The Members of the Committee met 4 times during the year. i.e. 22.05.2024, 13.08.2024, 14.11.2024, and

13.02.2025.

16. EXTRA ORDINARY GENERAL MEETING

No Extra Ordinary General Meeting of the Company has been held during F.Y 2024-25.

17. ANNUAL GENERAL MEETING

The Eighteenth Annual General Meeting was held on 30^th September 2024 at the Registered Office of the
Company.

18. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the Financial Year 2024-25 i.e., on 13.02.2025. The Meeting
of the Independent Directors was conducted in an informal manner without the presence of the Non¬
independent Directors

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in sub-sections (3) (c) and (5) of Section 134 of the Companies
Act, 2013, the Directors of your Company confirm that: -

a. In the preparation of the Annual Accounts for the Financial Year (F.Y.) 2024-25, the applicable
accounting standards have been followed along with proper explanation relating to material
departures.

b. The Directors have selected such accounting policies and applied them consistently and made
judgements 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 (i.e., March 31, 2025) and of the profit
and loss of the Company for that period (i.e., the Financial Year 2024- 25);

c. 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.

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f. 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.

20. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197
(12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be provided upon request.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during
the financial year ended 31st March 2025.

21. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of
Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is available
on the website of the Company.

22. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, Your Company has
adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable
employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices
in the Organization without the knowledge of the Management. All employees shall be protected from
any adverse action for reporting any unacceptable or improper practice and/or any unethical practice,
fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and
Employees of the Company. The Policy is available on the website of the Company. On a quarterly basis,
the Audit Committee reviews reports made under this policy and implements corrective actions,
wherever necessary.

23. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the purview of the criteria specified under Section 135(1) of the
Companies Act, 2013, so provisions regarding formation / constitution of CSR Committee prescribed
under Section 135 of the Companies Act, 2013.

24. SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2024-25, there were no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact the going concern status of the Company
and its operations in future.

25. PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has granted advances and made an investment under the

provisions of Section 186 of the Companies Act, 2013. The Company has not given us any loan. The details
of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which
forms part of this Report.

26. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the financial year 2024-25, all transactions with the Related Parties as defined under Section
2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014
and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arm''s length
basis.

The Company has a process in place to periodically review and monitor Related Party T ransactions. The
Audit Committee has approved all related party transactions for FY 2024-25 and estimated transactions
for FY 2025-26.

There were no materially significant related party transactions that may conflict with the interest of the
Company.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board of Directors may be accessed on the Company''s website. Disclosures on related
party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

During the period under review Company has entered transactions with related parties. Transactions
entered as per section 188 of the companies Act, 2013 during the year as are detailed in Annexure-B
attached to this Report and Transactions with related parties, as per requirements of Accounting
Standard 18 are disclosed in the notes to the accounts annexed to the financial statements.

27. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company is committed to constantly improving the effectiveness of internal financial controls and
processes for the efficient conduct of its business operations and ensuring security to its assets and
timely preparation of reliable financial information. In the opinion of the Board, the internal financial
control system of the Company is commensurate with the size, scale and complexity of business
operations of the Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the
opinion of the Board of Directors were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition and that transactions are authorized,
recorded and reported correctly.

The internal control is supplemented by an extensive program of internal, external audits and periodic
review by the Management. This system is designed to adequately ensure that financial and other
records are reliable for preparing financial information and other data and for maintaining
accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee
Meetings and present their observations on adequacy of Internal Financial Controls and the steps
required to bridge gaps, if any. The Board of Directors noted the observations and accepted the
recommendations of the Audit Committee.

28. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from a Practicing Company Secretary
confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing
Regulations and a Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the
Listing Regulations is appended to the Corporate Governance Report forms part of the Annual Report.

29. AUDITORS
STATUTORY AUDITORS:

At the 18th Annual General Meeting held on 30th September 2024, M/s. S. L. Patel & Co., Chartered
Accountants (FRN - 119211W) were appointed as Statutory Auditors of the Company to hold office till
the conclusion of the 23^rd Annual General Meeting.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification
dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1)
relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has
been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per
the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s. S. L. Patel & Co.,
Chartered Accountants (FRN - 119211W), has not been provided for the approval of the Shareholders
and not formed as a part of Notice of the 37th AGM of the Company.

The Auditors'' Report for Financial Year ended 31st March 2025 forms part of the Integrated Annual
Report and does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed M/s Kunal Sharma & Associates, Practicing
Company Secretaries (FCS Number: 10329, COP Number: 12987) as the Secretarial Auditors of the
Company for the conduct of Secretarial Audit for the Financial Year 2024-25, pursuant to the provisions
of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as "Annexure C" to this
Board''s Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has
appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor

of the Company for the financial year 2025-26 to F.Y. 2029-30 at their meeting held on 13th August
2025. The Company has received their written consent that the appointment is in accordance with the
applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the
Notice of the 19^th AGM.

INTERNAL AUDIT AND RECORDS

In Accordance with the provisions of section 138 of the Companies Act, 2013 read with Rules 13 of the
Companies (Accounts) Rules, 2014 and other applicable provisions of Companies Act, 2013. The Board
of Directors of the Company has appointed M/s N. H. Desai & Co., Chartered Accountants (FRN No.
161645W and M. No: 631230) as an Internal Auditor of the Company for the Financial Year 2024-25.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and
the Board of Directors of the Company.

The Internal Audit Reports for financial year ended 31 March 2025 do not contain any qualification,
reservation or adverse remarks.

COST AUDITOR:

As per companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and
Audit) Amendment Rules, 2014, issued by the Central Government. The Company is not required to get
its cost record audited by Cost Auditor.

EXPLANATION ON AUDITORS'' REPORT

Statutory Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not
call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Auditor Report does not contain any Remarks/Observations.

Internal Auditor

The Internal Auditor Report does not contain any Remarks/Observations.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.

Pursuant to section 134(3)(m) of the companies Act, 2013 and read with Rule 8(3) of the companies
Accounts Rules,2014}

A. Conservation of Energy: *

I. Steps taken/impact on conservation of energy: N.A.

II. Steps taken by the Company for utilizing alternate sources of energy including waste generated: Nil

III. Capital investment on energy conservation equipment: NIL

*Your Company is in Business of trading of Chemical, so in trading business there is no need of
Conservation of Energy.

B. Technology Absorption: *

I. The efforts made towards technology absorption; N.A.

II. The benefits derived like product improvement, cost reduction, product development or import
substitution; N.A.

III. In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year) - N.A.

Your Company is in Business of trading of Chemical, so in trading business there is no need of
Technology Absorption.

C. Foreign Exchange Earning and Outgo (Amount in Rs.):

Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL

31. POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for all listed
companies. All the Policies are available on the Company''s website, www.yashchemex.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies
Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr. No.	Name of the Policy	Brief Particulars of the Policy
1	Risk Management Policy	The Company has in place, a Risk Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

2.	Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. As on March 31, 2025, Yasons Chemex Care Limited is a material Subsidiary of your Company.
3.	Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
4.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
5.	Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism/Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to Ms. Jinal D. Shah, Chairman of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove.
9.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider T rading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
10.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed incompliance with the requirements of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time.

11.	Policy for Maintenance And Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
12.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter in terms of the Policy.
13.	Policy for Inquiry in case of Leak of Unpublished Price Sensitive Information(“UPSI”)	This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The focus of the Company is to have a Policy in place to strengthen the Internal Control System and prevent Leak of Unpublished Price Sensitive Information (“UPSI”). This policy also aims to have a uniform code to curb unethical practices of sharing UPSI by insiders, employees and designated persons with any other person without a legitimate purpose.
14.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information(“UPSI”)	The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

32. SECRETARIAL STANDARDS

Your Company is compiled the Secretarial Standards on Meetings of the Board of Directors (SS- 1) and
Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

33. MANAGERIAL REMUNERATION

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial
Year 2024-25 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section
197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 have been appended as "Annexure-D” to this Report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management and Discussion Analysis of the Financial Condition and
results of the operations have been provided Separately in this Annual Report in Annexure-E.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-2025
for all applicable compliances as per Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to
Regulation 24A of the listing regulations read with SEBI Circular dated February 08, 2019, has been taken
from Mr. Kunal Sharma, Secretarial Auditor of the Company.

36. DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the
year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of
the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is
furnished.

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively. Related Party disclosures/transactions are
detailed in the Notes to the financial statements.

37. OTHER DISCLOSURES:

(a) During the financial year 2024-25, the Company does not have any scheme or provision of
money for the purchase of its own shares by employees or by trustees for the benefit of
employees.

(b) During the financial year 2024-25, no application was made, or any proceeding is pending under
the Insolvency and Bankruptcy Code, 2016.

(c) During the financial year 2024-25, your Company has not entered into any One-Time Settlement
with banks or financial institutions.

(d) The Company has not issued any debentures during the financial year 2024-25.

(e) During the financial year 2024-25, your Company did not raise funds from Preferential Issue of
Convertible Equity Warrants and your Board hereby confirms that there were no deviations(s)
or variation (s) in the utilization of proceeds from the objects stated in the explanatory
statement to the notice for the general meeting.

38. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been granted the benefits as prescribed under the Act, including
maternity leave and other related entitlements. The Company remains committed to fostering a

supportive and inclusive work environment, particularly for working mothers, and continues to uphold
its responsibility towards gender equity in the workplace.

39. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data
and information available with the Company. The Company does not and cannot guarantee the accuracy
of various assumptions underlying such statements and they reflect Company''s current views of the
future events and are subject to risks and uncertainties. Many factors like change in general economic
conditions, amongst others, could cause actual results to be materially different.

40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Section 125 and other applicable provisions of the Companies Act, 2013, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF
established by the Central Government, upon completion of 7 (seven) years.

Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or
claimed by the Shareholders for 7 (seven) consecutive years or more are also required to be transferred
to the Demat account created by the IEPF Authority.

During the year under review, Your Company has not transferred any unclaimed amount and Shares to
IEPF Authority.

41. GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024-25 are being sent only electronically to Members
whose email addresses are registered with the Company or depositories in accordance with Regulation
36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2024-25
will also be accessible at the website of the Company i.e., www.yashchemex.com

42. WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional
website with the domain name www.yashchemex.com. The website serves as a comprehensive source
of basic information about our company.

APPRECIATION AND ACKNOWLEDGEMENT

Your directors place on records their deep appreciation to employees at all levels for their hard work,
dedication, and commitment. The Board places on record its appreciation for the support and co¬
operation your Company has been receiving from its suppliers, retailers, dealers and others associated
with the Company. The Directors also take this opportunity to thank all its clients, vendors, banks,
Government and Regulatory Authorities for their continued support.

For & on behalf of the Board of Directors
Yash Chemex Limited
SD/-

Pritesh Yashwantlal Shah
Managing Director
DIN: 00239665

Date: 13^th August 2025

---

Mar 31, 2024

Your directors have pleasure in presenting the 18th Annual Report of your Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended on March 31, 2024.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as of March 31, 2024, have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 (“Listing Regulations”], and the applicable of the Companies Act, 2013 (“Act”]

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	6134.90	5447.50	9490.92	8533.14
Other Income	79.84	185.40	161.65	608.77
Total Income	6214.74	5632.90	9652.58	9141.91
Less: Expenditure	6301.04	5506.85	9521.67	8548.56
Profit/Loss before Interest, Depreciation and Tax	(86.3)	126.05	130.91	593.35
Less: Interest	69	73.93	126.62	109.73
Less: Depreciation and Amortization	1.15	1.25	11.37	11.35
Less: Extra Ordinary Items	-	-	-	-
Profit/Loss Before Tax	(156.45)	50.87	(7.08)	472.27
Less: Tax Expenses	(65.22)	12.05	(39.94)	90.68
Current Tax	8.31	15.31	35.91	86.41
Tax in respect of earlier year	4.86	3.22	10.17	10.98
Deferred Tax Asset	(78.39)	(6.48]	(86.02)	(6.71]
Profit/Loss After Tax	(91.23)	38.82	32.86	381.59

Performance Review & State of Company''s Affairs Standalone Operating Results

Your Company operates single segment business viz. Trading of Chemical. At standalone level, the net revenue from operations for the financial year 2023-24 is Rs. 6134.90 Lakhs compared with Rs. 5447.50 Lakhs for the Previous Year. The Loss before tax for the financial year 2023-24 is Rs 156.45 Lakhs as against Rs. 50.87 Lakhs for the Previous Year. Total Comprehensive Income for financial year 2023-24 is Rs. (36.01] Lakhs compared to Rs. 113.98 Lakhs for the Previous Year.

Consolidated Operating Results

The Net Consolidated Revenue from operations for the financial year 2023-24 is Rs. 9490.92 Lakhs as against Rs. 8533.14 Lakhs for the Previous Year. The Consolidated operating Loss before tax for the financial year 2023-24 is Rs. 7.08 Lakhs as against Profit of Rs. 472.27 Lakhs for the Previous Year. Total Comprehensive Income for the financial year 2023-24 is Rs. 86.87 Lakhs compared to Rs. 457.07 Lakhs for the Previous Year.

DIVIDEND

Your directors have not recommended any dividend for the Financial Year 2023-24.

TRANSFER TO RESERVES

Your Company has incurred a loss of Rs. 91.23 Lakhs during the financial year 2023-24, there for no amount transferred to reserves.

PUBLIC DEPOSITS

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits] Rules, 2014, for the financial year ended.

The Company has received declarations from its directors that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2023-24, the Company has not changed its nature ofbusiness.

CAPITAL STRUCTURE

During the year under review, there has been no change in the Capital Structure of the Company.

A. Authorized Share Capital

As on 31^st March 2024, The Authorized Share capital of the Company is Rs. 11,00,00,000/- (Rs. Eleven Crore only] divided into 1,10,00,000 Equity Shares ofRs 10 /- each.

B. Issued Capital, Subscribed and Paid-up Capital

The Paid-up Equity share Capital of the Company is Rs. 10,24,34,250/- (Rs. Ten Crore Twenty-Four Lakhs Thirty-Four Thousand Two Hundred Fifty only] divided into 1,02,43,425 Equity Shares of RslO /- each.

Depository System:

As the members are aware, the Company''s Equity Shares are compulsorily tradable in electronic form. As on 31^st March 2024, 100% of the Company''s total paid up Equity Capital representing 1,02,43,425 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINACIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL YEAR RELATE AND THE DATE OF THE REPORT.

There have been no material changes and commitments affecting the financial position of your Company which have occurred between March 31, 2024, and the date of this Directors'' Report.

POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS.

To ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company have been made available on the website of the Company i.e., http://www.vashchemex.com

INSURANCE

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS \COMMITTEE

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation, or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs] at Head Office pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal] Act,2013 and theRules framed thereunder.

The ICC at the Head Office level consists of the following Members as on March 31, 2024:

1. Mrs. Dimple P. Shah: Chairperson

2. Ms. Angee R. Shah: Member

3. Ms. Rutu D. Mehta: Member

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual

harassment.

There were no complaints of sexual harassment received by the ICC during the Financial Year 2023-24. RISK MANAGEMENT

Risk Management is an integral part of our strategy for stakeholders'' value enhancement and is embedded into governance and decision-making process across the Organization. The Company has in place the Risk Management Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organization.

This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDARIES, JOINT VENTURES OR ASSOCIATE COMPANIES.

At the end of the financial year under review none of the companies have become or ceased to be Joint Ventures or Associate Companies.

Yasons Chemex Care Limited (having CIN: U24304GJ2017PLC099511] is a subsidiary Company ofYash Chemex Limited.

Pursuant to the provisions of Section 129(3] of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts] Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiary in the Form AOC-1 is annexed and form part of the Annual Report as Annexure A. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of the Subsidiary and other documents are available on your Company''s website: www.yashchemex.com.

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 times during the year. i.e. 10.04.2023, 25.05.2023, 08.06.2023,14.08.2023, 01.11.2023, and 05.02.2024 in respect of which proper notices were given and proceedings were properly recorded, signed and maintained in the minutes book kept by the Company.

The maximum gap between two Board Meetings did not exceed 120 (One Hundred Twenty] days. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There are changes in the Key Managerial Personnel of the company:

Sr. No.	Name	Nature (Resignation/Appointment)	Designation	Effective Date
1	Riddhi D. Shah	Resignation	Company	25/05/2024

			Secretary
2	Pragati Iain	Appointment	Company Secretary	15/08/2024

In accordance with the Act and Articles of Association of the Company, Mrs. Dimple P. Shah, Whole time Director, retires by rotation and being eligible himself for reappointment. The Nomination and Remuneration Committee and the Board ofDirectors recommended her Re- appointment.

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2023 -24:

1. Mr. Pritesh Y. Shah - Managing Director and Chief Financial Officer.

2. Mrs. Dimple P. Shah- Whole Time Director.

3. Miss. Riddhi D. Shah-Company Secretary and Compliance Officer (Resigned w.e.f 25th May,

2024]

COMMITTEES TO THE BOARD:

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has followed Committees of the Board as on 31 March 2024:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

a. AUDIT COMMITTEE: _

Pursuant to the provisions of Section 177(8] of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers] Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Audit Committee comprises of the following Members:

1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

4. Mr. Pritesh Y. Shah: Member-Executive Director

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

The Members of the Committee met 6 times during the year. i.e. 04.04.2023, 25.05.2023, 08.06.2023, 14.08.2023, 01.11.2023 and 05.02.2024.

b. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers] Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Nomination and Remuneration Committee comprises of the following Members: -

1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

The Members of the Committee met 3 times during the year, i.e.10.04.2023, 31.08.2023 and 05.02.2024

c. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, the committee comprises ofthe following Members:

1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

The Members of the Committee met 4 times during the year. i.e. 25.05.2023, 14.08.2023, 01.11.2023 and 05.02.2024

EXTRA ORDINARY GENERAL MEETING

No Extra Ordinary General Meeting of the Company has been held during F.Y 2023-24.

ANNUAL GENERAL MEETING

The Seventeenth Annual General Meeting was held on 26^th September 2023 at the Registered Office of the Company.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the Financial Year 2023-24 i.e., on 31.03.2024. The Meeting of the Independent Directors was conducted in an informal manner without the presence of the Non-independent Directors

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has an ongoing Programme where Directors in the course of meeting of the Board of Directors give information about Chemical Business developments, Expansion of the Company and various amendments in legal and regulatory areas which include -

Assess the quality, quantity and timelines of flow of information between the Company management and the board that is necessary for the Board Members to effectively and reasonably perform their

duties.

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.

The Independent Directors also met with senior management team of the Company in formal/ informal gatherings.

The details of such familiarization programmes for Independent Directors in terms of provisions of Regulation 46(2](i] of the Listing Regulations are posted on the website of the Company and can be accessed at www.vashchemex.com.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuantto the provisions contained in sub-sections (3] (c] and (5] ofSection 134 ofthe Companies Act, 2013, the Directors ofyour Company confirm that: -

a. In the preparation of the Annual Accounts for the Financial Year (F.Y.] 2023-24, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end ofthe Financial Year (i.e., March 31, 2024] and ofthe profit and loss of the Company for that period (i.e., the Financial Year 2023- 24];

c. 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.

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

As on March 31, 2024, the following Directors on the Board were Independent

Ms. Jinal D. Shah : Independent Director

Ms. Angee R. Shah : Independent Director

Mr. Rushabh A. Shah : Independent Director

Pursuant to the provisions of Section 134(3](d] of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the 3 (three] Independent Directors, of the Company pursuant to Section 149(6] of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been noted by the Board.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2] & (3] of the Companies (Appointment & Remuneration of Managerial Personnel] Rules, 2014 are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3](a] of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration] Rules, 2014, the extract of the Annual Return is available on the website of the Company.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9] and (10] of the Companies Act, 2013, Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the Organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. Mr. Jinal D. Shah has been appointed as the ''Whistle Blowing Officer'', and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman /Members of the Audit Committee, as stated in the Policy. The Policy is available on the website of the Company. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any corporate social responsibility initiatives as per the provisions of section 135 of the Companies Act, 2013 are not applicable.

SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2023-24, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has granted advances and made an investment under the provisions of Section 186 of the Companies Act, 2013. The Company has not given us any loan. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review Company has entered transactions with related parties. Transactions entered as per section 188 of the companies Act, 2013 during the year as are detailed in Annexure -B attached to this Report and Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to the accounts annexed to the financial statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: www.yashchemex.com. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company is committed to constantly improving the effectiveness of internal financial controls and processes for the efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company is commensurate with the size, scale and complexity of business operations of the Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive program of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. The Board of Directors noted the observations and accepted

the recommendations of the Audit Committee.

CORPORATE GOVERNANCE

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 (''Listing Regulations''], a detailed report on Corporate Governance is included in the Annual Report.

M/s Kunal Sharma & Associates, Practicing Company Secretary have certified the Company''s compliance requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

AUDITORS

• STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s H S K & CO LLP. Chartered Accountants (FRN: 117014W/W100685] were appointed as Statutory Auditors of the Company from the conclusion of the 14th Annual General Meeting of the Company held on 30^th September 2020 till the conclusion of 18th Annual General Meeting. The Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

The term of existing Auditors will expire in the upcoming 18th Annual General Meeting.

Further, the Board of Directors after considering the recommendations of the Audit Committee, at its meeting held on 03rd September, 2024 has recommended the appointment of M/s. S. L. Patel & Co., Chartered Accountants (FRN - 119211W], as the Statutory Auditors of the Company for a period commencing from the conclusion of this 18th Annual General Meeting till the conclusion of the 23rd Annual General Meeting to audit the Financial Statements of the Company.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks made by M/s. H S K & CO LLP, Statutory Auditors (FRN: 117014W/W117014W], in their report for the financial year ended March 31, 2024. Pursuant to provisions of section 143(12] of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

• SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries (FCS Number: 10329, COP Number: 12987] as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration ofManagerial Personnel] Rules, 2014.

There has been Three observation raised by Secretarial Auditor regarding Section 16 read with Section 2(i] (a] of Securities Contracts (Regulation] Act, 1956. The Company has filed application for Suo-Moto

Proceedings under Securities Exchange Board oflndia (Settlement Proceedings] Regulations, 2018 on 20thApril2023.

Further, various e-Form and Returns have been filed beyond the prescribed due dates and the Company shall ensure the compliance of said e-Forms within the due timelines.

Further, the Company filed Disclosure under Regulation 30 (Acquisition] beyond the due timelines and the Company shall ensure that going forward all the filings will be made within the due timelines.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as “Annexure C” to this Board''s Report.

• INTERNAL AUDIT AND RECORDS

In Accordance with the provisions of section 138 of the Companies Act, 2013 read with Rules 13 of the Companies (Accounts] Rules, 2014 and other applicable provisions of Companies Act, 2013. The Board of Directors of the company has appointed M/s Viral H. Shah & Co., Chartered Accountants (Membership No.159235 and FRN NO. 145987W] as an Internal Auditor of the Company for the Financial Year 2023-24.

• COST AUDITOR:

As per companies (Cost Records and Audit] Rules, 2014 as amended by Companies (Cost Records and Audit] Amendment Rules, 2014, issued by the Central Government. The Company is not required to get its cost record audited by Cost Auditor.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to section 134(3](m] of the companies Act,2013 and read with Rule 8(3] of the companies Accounts Rules,2014}

A. Conservation of Energy: ¹

I. Steps taken/impact on conservation of energy: N.A.

II. Steps taken by the Company for utilizing alternate sources of energy including waste generated: Nil

III. Capital investment on energy conservation equipment: NIL

beginning of the financial year] - N.A.

Your Company is in Business of trading of Chemical, so in trading business there is no need of Technology Absorption.

C. Foreign Exchange Earning and Outgo (Amount in Rs.):

Foreign Exchange Earning: NIL.

Foreign Exchange Outgo: Rs. 1,50,000/-

POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 (“Listing Regulations”] have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Company''s website, www.vashchemex.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 and other applicable laws are as follows:

Sr. No.	Name of the Policy	Brief Particulars of the Policy
1	Risk Management Policy	The Company has in place, a Risk Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2.	Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(l](c], Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations,2015, asamended.
		As on March 31, 2024, Yasons Chemex Care Limited is a material unlisted subsidiary ofyour Company.
3.	Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
4.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.

5.	Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism/Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to Ms. Jinal D. Shah, Chairman of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for the Board ofDirectors and Senior Management Personnel	Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove.
9.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading] Regulations, 2015, as amended from time to time.
10.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed incompliance with the requirements of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements] Regulations, 2015, as amended from time to time.
11.	Policy for Maintenance And Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
12.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5(five] years and thereafter in terms of the Policy.
13.	Policy for Inquiry in case of Leak ofUnpublished Price Sensitive Information(“UPSI”]	This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading] (Amendment] Regulations, 2018. The focus of the Company is to have a Policy in place to strengthen the Internal Control System and prevent Leak ofUnpublished Price Sensitive Information ("UPSI”]. This policy also aims to have a uniform code to curb unethical practices of sharing UPSI by insiders, employees and designated persons with any other person without a legitimate purpose.

14.

Code ofPractices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information("UPSI"]

The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

SECRETARIAL STANDARDS

Your Company is compiled the Secretarial Standards on Meetings of the Board of Directors (SS- 1] and Secretarial Standards on General Meetings (SS-2] issued by the Institute of Company Secretaries of India.

MANAGERIAL REMUNERATION

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12] of the Companies Act, 2013 and Rule 5(1] of the Companies (Appointment and Remuneration ofManagerial Personnel] Rules, 2014 have been appended as "Annexure D” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, Management and Discussion Analysis of the Financial Condition and results of the operations have been provided Separately in this Annual Report in Annexure D.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF 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

The disclosure under this clause is not applicable as the Company has not undertaken any one- time settlement with the Banks or Financial Institutions.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related information of the Company''s subsidiary will be made available upon request.

These documents will also be available for inspection on all days except Saturday, Sunday and public holidays from 10.00 a.m. (1ST] to 4.00 p.m. (1ST] atthe Company''s Registered Office.

The subsidiary companies'' Audited Accounts are also available on the Company''s website www.yashchemex.com

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund] Rules, 2016 (“IEPF Rules”], all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven] years.

Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (seven] consecutive years or more are also required to be transferred to the Demat account created by the IEPF Authority.

During the year under review, Your Company has not transferred any unclaimed amount and Shares to IEPF Authority.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2023-24 are being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2023-2024 will also be accessible at the website of the Company i.e., www.yashchemex.com

WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional website with the domain name www.yashchemex.com. The website serves as a comprehensive source ofbasic information about our company.

CAUTIONARY STATEMENT

Statements in the Directors'' Report and the Management Discussion and Analysis Report describing the Company''s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company''s operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

APPRECIATION AND ACKNOWLEDGEMENT

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication, and commitment. The Board places on record its appreciation for the support and cooperation your Company has been receiving from its suppliers, retailers, dealers and others associated with the Company. The Directors also take this opportunity to thank all its clients, vendors, banks, Government and Regulatory Authorities for their continued support.

For & on behalf of the Board of Directors Yash Chemex Limited SD/-

Pritesh Yashwantlal Shah Managing Director DIN:00239665

Date: 03rd September 2024 Place: Ahmedabad

1

Your Company is in Business of trading of Chemical, so in trading business there is no need of Conservation of Energy.

B. Technology Absorption: ¹

I. The efforts made towards technology absorption; N.A.

II. The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

III. In case of imported technology (imported during the last three years reckoned from the

---

Mar 31, 2023

Your Directors have pleasure in presenting the 17th Annual Report of your Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended on March 31,2023.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as of March 31, 2023, have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable of the Companies Act, 2013 ("Act")

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	5447.50	7732.62	8533.14	9783.73
Other Income	185.40	82.33	608.77	194.15
Total Income	5632.90	7814.95	9141.91	9977.88
Less: Expenditure	5582.03	7607.39	8669.64	9518.92
Profit/Loss before Interest, Depreciation and Tax	52.12	208.93	483.62	473.27
Less: Interest	-	-	-	-
Less: Depreciation and Amortization	1.25	1.37	11.35	14.31
Less: Extra Ordinary Items	-	-	-	-
Profit/Loss Before Tax	50.87	207.56	472.27	458.96
Less : Tax Expenses	12.05	61.94	90.68	117.72
Current Tax	15.31	52.60	86.41	97.15
Tax in respect of earlier year	3.22	8.27	10.98	19.24
Deferred Tax Asset	(6.48)	1.07	(6.71)	1.33
Profit/Loss After Tax	38.82	145.62	381.59	341.24

Performance Review & State of Company''s Affairs

• Standalone Operating Results

Your Company operates single segment business viz. Trading of Chemical. At standalone level, the net revenue from operations for the financial year 2022-23 is Rs. 5447.50 Lakhs compared with Rs. 7732.62 Lakhs for the Previous Year. The operating profit before tax for the financial year 2022-23 is Rs 50.87 Lakhs as against Rs. 207.56 Lakhs for the Previous Year. Total Comprehensive Income for financial year 2022-23 is Rs. 113.98 Lakhs compared to Rs. 199.62 Lakhs for the Previous Year.

• Consolidated Operating Results

The Net Consolidated Revenue from operations for the financial year 2022-23 is Rs. 8533.14 Lakhs as against Rs. 9783.73 Lakhs for the Previous Year. The Consolidated operating profit before tax for the financial year 2022-23 is Rs. 472.27 Lakhs as against Rs. 458.96 Lakhs for the Previous Year. Total Comprehensive Income for the financial year 2022-23 is Rs. 457.07 Lakhs compared to Rs. 395.24 Lakhs for the Previous Year.

DIVIDEND

Your directors have not recommended any dividend for the Financial Year 2022-23.

TRANSFER TO RESERVES

Your Company has earned adequate profit of Rs.38.82 Lakhs during the financial year 2022-23. The directors have decided to plough back the profit into the business and transfer a balance of profit of Rs.38.82 Lakhs to the General Reserve.

DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

CAPITAL STRUCTURE

During the year under review, there has been no change in the Capital Structure of the Company.

A. Authorized Share Capital

As on 31^st March,2023, The Authorized Share capital of the company is Rs. 11,00,00,000/-(Rs. Eleven Crore only) divided in to 1,10,00,000 Equity Shares of Rs 10 /- each.

B. Issued Capital, Subscribed and Paid-up Capital

The Paid-up Equity share Capital of the Company is Rs. 10,24,34,250/- (Rs. Ten Crore Twenty-Four Lakhs Thirty-Four Thousand Two Hundred Fifty only) divided in to 1,02,43,425 Equity Shares of Rs 10 /- each.

AUDITORS

• STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/S H S K & CO LLP. Chartered Accountants (FRN: 117014W/W100685) were appointed as Statutory Auditors of the company from the conclusion of 14^th Annual General Meeting of the company held on 30^th September, 2020 till the conclusion of 18th Annual General Meeting. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks made by M/s. H S K & CO LLP, Statutory Auditors (FRN: 117014W/W117014W), in their report for the financial year ended March 31, 2023. Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

• SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed M/S. Yashree Dixit & Associates, Practicing Company Secretaries (FCS Number:12221, COP Number: 19206 ) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act,2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. There has been one observation has been raised by secretarial Auditor regarding Section 16 read with Section 2(i) (a) of Securities Contracts (Regulation) Act, 1956. The Company has filed application for Suo-Moto Proceedings under Securities Exchange Board of India (Settlement Proceedings) Regulations, 2018 on 20th April,2023.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as "ANNEXURE -C" to this Board''s Report.

• INTERNAL AUDIT AND RECORDS:

In Accordance with the provisions of section 138 of the Companies Act,2013 read with Rules 13 of the Companies (Accounts) Rules ,2014 and other applicable provisions of Companies Act,2013. the Board of Directors of the company has appointed M/S Viral H. Shah & Co., Chartered Accountants (Membership No.159235 and FRN NO. 145987W) as an internal Auditor of the Company for the Financial Year 2022-23.

• COST AUDITOR:

As per companies (Cost Records and Audit) Rules, 2014 as amended by companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government. The company is not required to get its cost record audited by Cost Auditor.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINACIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL YEAR RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of your Company which have occurred between March 31, 2023, and the date of this Directors'' Report.

Yasons Chemex Care Limited (CIN: U24304GJ2017PLC099511), Subsidiary Company of Yash Chemex Limited has filed Draft Prospectus with NSE EMERGE) dated on 20th January,2023.

POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS

To ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company have been made available on the website of the Company i.e., http://www.yashchemex.com

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) and (10) of the companies Act,2013, Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organisation without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. Mr. Jinal D. Shah has been appointed as the ''Whistle Blowing Officer'', and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman /Members of the Audit Committee, as stated in the Policy. The Policy is available on the website of the Company. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any corporate social responsibility initiatives as per the provisions of section 135 of the companies Act,2013 are not applicable.

INSURANCE

The Company has a broad-banded approach towards insurance. Adequate cover has been taken For all movable and immovable assets against numerous risks and hazards.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation, or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs) at Head Office pursuant to the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The ICC at the Head Office level consists of the following Members as on March 31, 2023:

1. Mrs. Dimple P. Shah: Chairperson

2. Ms. Angee R. Shah: Member

3. Ms. Rutu D. Mehta: Member

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

There were no complaints of sexual harassment received by the ICC during the Financial Year 2022-23.

RISK MANAGEMENT

Risk Management is an integral part of our strategy for stakeholders'' value enhancement and is embedded in to governance and decision-making process across the Organisation. The Company has in place the Risk Management Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organisation.

This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review none of the company have become or ceased to be Joint Ventures or Associate Companies.

Yasons Chemex Care Limited (having CIN: U24304GJ2017PLC099511) is subsidiary company of Yash Chemex Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiary in the Form AOC-1 is annexed and form part of the Annual Report as Annexure A. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of the Subsidiary and other documents are available on your Company''s website:

www.yashchemex.com.

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL

• MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the company met 9 times during the year.

i.e.14.04.2022,25.05.2022,12.08.2022,01.09.2022,12.10.2022,08.12.2022,04.01.2023,

12.01.2023 and 09.02.2023 in respect of which proper notices were given and proceedings were properly recorded, signed and maintained in the minutes book kept by the company.

The maximum gap between two Board Meetings did not exceed 120 (One Hundred Twenty) days.

• DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There are changes in the Key Managerial Personnel of the company:

SR NO.	NAME	Nature (Resignation/Appo intment)	Designation	Effective Date
1	Charmi Shah	Resignation	Company Secretary	12/01/2023
2	Pritesh Y. Shah	Appointment	Chief Financial Officer	25/05/2022
3	Riddhi D. Shah	Appointment	Company Secretary	10/04/2023

In accordance with the Act and Articles of Association of the Company, Mr. Pritesh Y. Shah, Managing Director, retires by rotation and being eligible himself for reappointment. The Nomination and Remuneration Committee and the Board of Directors recommended his Reappointment.

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 202223: -

1. Mr. Pritesh Y. Shah - Managing Director and Chief Financial Officer

2. Mrs. Dimple P. Shah- Executive Director

3. Ms. Charmi D. Shah-Company Secretary and Compliance Officer (Resigned w.e.f 12th January,2023)

4. Miss. Riddhi D. Shah- Company Secretary and Compliance Officer (appointed w.e.f 10th April ,2023)

• Committees to the Board

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has followed Committees of the Board as on 31 March, 2023:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

a. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee comprises of the following Members:

1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

4. Mr. Pritesh Y. Shah: Member-Executive Director

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

The Members of the Committee met 7 times during the year. i.e. 14.04.2022,25.05.2022,12.08.2022,31.08.2022, 12.10.2022, 04.01.2023 and 09.02.2023.

b. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee comprises of the following Members: -

1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

The Members of the Committee met 5 times during the year. i.e.14.04.2022,01.07.2022 ,31.08.2022, 12.10.2022 and 12.01.2023

c. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act,2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the committee comprises of the following Members:

1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director

2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director

3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director

The Members of the Committee met 5 times during the year. i.e.14.04.2022,01.07.2022 ,31.08.2022, 12.10.2022 and 12.01.2023

EXTRA ORDINARY GENERAL MEETING

No Extra Ordinary General Meeting of the Company has been held during the F.Y 2022-23. ANNUAL GENERAL MEETING

The Sixteenth Annual General Meeting was held on 26^th September,2022 at the Registered office of the Company.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the Financial Year 2022-23 i.e., on 31.03.2023. The Meeting of the Independent Directors was conducted in an informal manner without the presence of the Non-independent Directors

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has an ongoing Programme where Directors in the course of meeting of the Board of Directors give information about Chemical Business developments, Expansion of the Company and various amendments in legal and regulatory areas which include -

Assess the quality, quantity and timelines of flow of information between the Company management and the board that is necessary for the Board Members to effectively and reasonably perform their duties.

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.

The Independent Directors also met with senior management team of the Company in formal/ informal gatherings.

The details of such familiarization programmes for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations are posted on the website of the Company and can be accessed at www.yashchemex.com.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that: -

a. In the preparation of the Annual Accounts for the Financial Year (F.Y.) 2022-23, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgements 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 (i.e., March 31, 2023) and of the profit and loss of the Company for that period (i.e., the Financial Year 202223);

c. 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.

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

As on March 31, 2023, the following Directors on the Board were Independent:

Mr. Jinal D. Shah : Independent Director

Ms. Angee R. Shah : Independent Director

Mr. Rushabh A. Shah : Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the 3 (three) Independent Directors, of the Company pursuant to Section 149(6) of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been noted by the Board.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the company during the year.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return is available on the website of the Company i.e., https://yashchemex.com/wp-content/uploads/2023/08/Form MGT 7-2022-23.pdf .

SIGNIFICANT REGULATORY OR COURT ORDERS

During the Financial Year 2022-23, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,2013

During the year under review, the Company has granted advances and made an investment under the provisions of section 186 of the Companies Act, 2013. The Company has not given any loan. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review Company has entered transactions with related parties. Transactions entered as per section 188 of the companies Act,2013 during the year as are detailed in Annexure -B attached to this Report and Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to the accounts annexed to the financial statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: www.yashchemex.com. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company is committed to constantly improving the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and complexity of business operations of the Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. The Board of Directors noted the observations and accepted the recommendations of the Audit Committee.

CORPORATE GOVERNANCE

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a detailed report on Corporate Governance is included in the Annual Report.

M/S Yashree Dixit & Associates, Practising Company Secretary have certified the Company''s compliance requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

{Pursuant to section 134(3)(m) of the companies Act,2013 and read with Rule 8(3) of the companies Accounts Rules,2014}

a. Conservation of Energy: ¹

I. Steps taken/impact on conservation of energy: N.A.

II. Steps taken by the Company for utilizing alternate sources of energy including waste generated: Nil

III. Capital investment on energy conservation equipment: NIL

*Your Company is in Business of trading of Chemical, so in trading business there is no need of Conservation of Energy.

b. Technology Absorption: ¹

I. The efforts made towards technology absorption; N.A.

II. The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr. No.	Name of the Policy	Brief Particulars of the Policy
1.	Risk Management Policy	The Company has in place, a Risk Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2.	Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, as amended. As on March 31, 2023, Yasons Chemex Care Limited is a material unlisted subsidiary of your Company.
3.	Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
4	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.

5	Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism/Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to Mr. Jinal D. Shah, Chairman of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove.
9	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
10	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed incompliance with the requirements of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time.

11	Policy for Maintenance And Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
12	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5(five) years and thereafter in terms of the Policy.
13	Policy for Inquiry in case of Leak of Unpublished Price Sensitive Information("UPSI")	This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The focus of the Company is to have a Policy in place to strengthen the Internal Control System and prevent Leak of Unpublished Price Sensitive Information ("UPSI"). This policy also aims to have a uniform code to curb unethical practices of sharing UPSI by insiders, employees and designated persons with any other person without a legitimate purpose.
14	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information("UPSI")	The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

SECRETARIAL STANDARDS

Your Company is compiled the Secretarial Standards on Meetings of the Board of Directors (SS 1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

MANAGERIAL REMUNERATION

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as "ANNEXURE-D" to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT(MDA)

As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management and Discussion Analysis of the Financial Condition and results of the operations have been provided Separately in this Annual Report in Annexure-G

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF 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

The disclosure under this clause is not applicable as the Company has not undertaken any onetime settlement with the Banks or Financial Institutions.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related information of the Company''s subsidiary will be made available upon request.

These documents will also be available for inspection during all days except Saturday, Sunday, and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company''s Registered Office.

The subsidiary companies'' Audited Accounts are also available on the Company''s website www.yashchemex.com

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years.

Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive years or more are also required to be transferred to the Demat account created by the IEPF Authority.

During the year under review, Your Company has not transferred any unclaimed amount and Shares to IEPF Authority.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2022-23 are being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2022-2023 will also be accessible at the website of the Company i.e., www.yashchemex.com

WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional website with the domain name www.yashchemex.com. The website serves as a comprehensive source of basic information about our company.

CAUTIONARY STATEMENT

Statements in the Directors'' Report and the Management Discussion and Analysis Report describing the Company''s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company''s operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

APPRECIATION AND ACKNOWLEDGEMENT

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication, and commitment. The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its suppliers, retailers, dealers and others associated with the Company. The Directors also take this opportunity to thank all its clients, vendors, banks, Government and Regulatory Authorities for their continued support.

Registered Office:

411, Sigma Icon-1, 132ft Ring Road,

Opp. Medilink Hospital,

Satellite, Ahmedabad,380015.

Tel. No.: 079- 40028639 Website:www.yashchemex.com;

Email:[email protected] CIN: L74110GJ2006PLC048385

By Order of the Board of Directors of By Order of the Board of Directors of

Yash Chemex Limited Yash Chemex Limited

SD/- SD/-

PRITESH YASHWANTLAL SHAH DIMPLE PRITESHKUMAR SHAH

Managing Director Chairperson & Whole Time Director

DIN:00239665 DIN:06914755

Place: Ahmedabad Date: 01^st September ,2023

1

Your Company is in Business of trading of Chemical, so in trading business there is no need of Technology Absorption.

c. Foreign Exchange Earning and Outgo (Amount in Rs.):

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: Rs. 1,78,23,782.57

POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Company''s website, www.yashchemex.com.

---

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

The Directors are pleased to present the Twelfth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended as on 31^st March, 2018.

STATE OF AFFAIRS OF THE COMPANY:

a) FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operation	8302.41	7798.24	8894.47	7798.24
Other Income	90.59	72.09	104.69	72.09
Total Revenue	8393	7870.33	8999.16	7870.33
Profit Before Depreciation, Interest and Tax	213.13	138.69	262.86	138.69
Less: Depreciation	3.03	3.59	3.27	3.59
Less: Financial Cost/Interest	28.01	43.79	28.01	43.79
Profit Before tax	182.09	91.31	231.58	91.31
Less: Provision for tax (Including Deferred Tax)	61.74	29.05	75.21	29.05
Net Profit after Tax	120.35	62.26	156.36	62.26

b) PERFORMANCEREVIEW: Standalone:

The total revenue of the Company for the financial year 2017-18 stood at Rs. 8302.41 Lakh as against last year''s Rs. 7798.24 Lakh, a growth of 6.47%. Profit before tax were at Rs. 182.09 Lakh as against last year''s Rs. 91.31 Lakh, a growth of 99.41%.

As on 31^stMarch 2018, the Reserves and Surplus of the Company were at Rs. 401.75 Lakhs. Consolidated:

The total revenue of the Company for the financial year 2017-18 stood at Rs. 8894.47 Lakh as against last year''s 7798.24 Lakh, a growth of 14.06%. Profit before tax were at Rs. 231.58 Lakh as against last year''s 91.31 Lakh a growth of 153.61%.

DIVIDEND:

During the financial year 2017-18, the Board of Directors declared interim dividends of Rs. 0.35/per share of the face value of Rs. 10/- each in the month of November, 2017.

TRANSFER TO RESERVES:

The Company proposes to transfer an amount of Rs. 1,20,35,121/- to general reserves.

SHARE CAPITAL:

The authorized and paid up share capital of the company as at March 31, 2018 stood at Rs. 1100 Lakhs and 1024 Lakhs respectively. During the year under review, your company has increased its authorized share capital from Rs. 450 Lakhs to Rs. 1100 Lakhs.

Your Company has allotted 61,46,055 fully paid- up bonus equity shares of face value of Rs. 10/- each in March, 2018 to the shareholders of the company in proportion of 3:2 (3 equity shares for every 2 existing equity shares held)and consequently the number of shares increased from 4097370 to 10243425.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

DIRECTORS AND KEY MANAGERIALPERSONNEL (a) Directors

During the year under review, the following changes occurred in the Board of Directors:

i. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pritesh Y. Shah Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment. The aforesaid re-appointment with a brief profile and other related information of Mr. Pritesh Y. Shah forms part of the Notice convening the ensuing Annual General Meeting and the Directors recommend the same for your approval.

ii. Mr. Kamlesh D. Patel, Independent Director resigned from the directorship w.e.f. 1^st April, 2017 and Mrs. Dimple P. Shah resigned from the directorship w.e.f9^th December, 2017.

iii. Ms. Vrusha A. Patel was appointed as an Additional Director (Independent) w.e.f. 29^th May, 2017 and it is proposed to appoint her as an Independent Director at the ensuing AGM, for a period of three years commencing from 29^thMay, 2017 and Mr. Raj V. Shah was appointed as an Additional Director w.e.f 18^thDecember, 2017

(b) Key Managerial Personnel

In accordance with the provisions of Section 203 of the Companies Act, 2013 the following are the Key Managerial Personnel of the Company

Sr. No. Name Designation

1. Pritesh Y. Shah Managing Director

2. Yashwantlal C. Shah Whole time Director

3. Kiritkumar H. Shah Chief Financial Officer

4. Aesha J. Mashru Company Secretary

SUBSIDIARY COMPANY

The Company has the following Subsidiary Company:

- YasonsChemex Care Limited

Yasons Chemex Care Limited was incorporated on October, 2017 engaged in business of Manufacturing of Perfumes, Deodorants, Dyestuff and Trading of all kinds of Chemicals.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) the Company has prepared consolidated financial statements which form part of this Annual Report. A separate statement containing salient features of the financial statements of the Company''s subsidiary in prescribed form AOC-1 is annexed as Annexure A to this report.

The audited financial statement including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company''s website

i.e.www.yashchemex.com The financial statement of the subsidiary company is available on the Company''s Website i.e. www.yasonschemexcare.com These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

The Company is already having a policy for determining material subsidiaries and the same is available on Company’s website i.e. www.yashchemex.com

There was no Company which has ceased to be Company''s Subsidiary, Joint Venture or Associate Company during the financial year ended 31^st March, 2018.

MATERIAL CHANGES & COMMITMENTS:

There is material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:

Company has changed its object Clause by inserting 1 New Clause in Clause III(A) of Memorandum of Association of Company which is approved by the shareholder in the Extra-Ordinary General Meeting held on April 11, 2018.

MATERIAL ORDERS:

In pursuance to Rule 8(5)(vii) of the Companies(Accounts) Rules, 2014, No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

PARTICULARS OF LOANS, GUARANTEESAND INVESTMENT

Pursuant to the provisions of Section 186 of the Act, 2013, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or issued or securities provided by your Company in terms of Section 186 of the Act, read with the Rules issued thereunder.

RELATED PARTY TRANSACTIONS

All Contracts / transactions / arrangements entered by the Company during the financial year with the Related Parties were in ordinary course of business and on an arm''s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the regulations.

Further, there were no transactions with related parties which qualify as material transactions under the regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

The details of the transactions with Related Parties are set out in Notes to the Standalone Financial Statements.

MEETING BOARD OF DIRECTORS

The Board of Directors of the Company met 13 times during the year on 12/04/17, 29/05/17, 01/09/17, 26/09/17, 28/10/17, 01/11/17, 09/11/17, 17/11/17, 07/12/17, 18/12/17, 01/01/18, 27/01/18 and 17/03/18 in respect of which proper notices were given and the proceedings were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETING OF AUDIT COMMITTEE

The Members of Audit Committee met 6 times during the year on 01/04/17, 29/05/17, 26/09/17, 09/11/17, 18/11/17 and 08/03/18 as per provision of Section 177 of the Companies Act, 2013 and applicable provisions.

Mr. Jinal D. Shah (DIN:07467703) is chairman of Audit Committee.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Jinal D. Shah	Independent & Non Executive Director	6	6
Mr. Pritesh Y. Shah	Executive Director	6	3
Ms. Angee R. Shah	Independent & Non Executive Director	6	5
Ms. Vrusha A. Patel	Independent & Non Executive Director	4	4

Committee is reconstituted in the Board of Directors meeting held on September 01, 2017 MEETING OF NOMINATION AND REMUNERATION COMMITTEE

The members of Nomination and Remuneration Committee met 2 times during the year on 29/05/17 and 18/12/17 as per the provisions of the Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Jinal D. Shah (DIN:07467703) is chairman of Nomination and Remuneration Committee.

Committee is reconstituted in the Board of Directors meeting held on September 01, 2017 MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Members of Stakeholder Relationship Committee met 2 times during the year on 05/01/18 and 31/03/18 as per the provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Jinal D. Shah (DIN:07467703) is chairman of Stakeholder Relationship Committee.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Jinal D. Shah	Independent & Non Executive Director	2	2
Ms. Angee R. Shah	Independent & Non Executive Director	2	2
Ms. Vrusha A. Patel	Independent & Non Executive Director	2	1

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Jinal D. Shah	Independent & Non Executive Director	2	2
Ms. Angee R. Shah	Independent & Non Executive Director	2	2
Ms. Vrusha A. Patel	Independent & Non Executive Director	2	2

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Jinal D. Shah	Independent & Non Executive Director	1	1
Ms. Angee R. Shah	Independent & Non Executive Director	1	1
Ms. Vrusha A. Patel	Independent & Non Executive Director	1	1

Committee is reconstituted in the Board of Directors meeting held on September 01, 2017 MEETING OF INDEPENDENT DIRECTORS

The independent directors of company met 1 times during the year on March 07, 2018 Mr. Jinal D. Shah (DIN:07467703) is chairman of Independent Directors Meeting.

MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year under review, performance evaluation of the Board as a whole and that of its Committees and Individual Directors have been carried out as per the provisions of the Companies Act, 2013. All Independent Directors of the Company at their meeting held on 7^th March, 2018 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non Independent Directors as per the criteria adopted by the Board.

The performance evaluation of the Board was based on various parameters such as qualification of Board Members, their diversity of experience and background, whether the Members of the Board met all applicable independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications, experience, independence, participation in Board Meetings and Committee Meetings, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

DECLARATION BY INDEPENDENTDIRECTORS

Mr. Jinal D. Shah, Ms. Angee R. Shah and Ms. Vrusha A. Patel, Independent Directors of the Company have given their declaration under Section 149(7) of Companies Act, 2013 to the effect that they meet the criteria of independence as provided under Section 149 (6) of the Act and that they abide by the provisions specified in Schedule IV to the Companies Act, 2013 the Board has, taken on records the declarations received from Mr. Jinal Shah, Ms. Angee Shah and Ms. Vrusha Patel.

AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

M/s. Harshad Sudhir & Co., Chartered Accountants (FRN 129775W) as Statutory Auditors of the Company were appointed at 10^thAnnualGeneral Meeting (AGM) of the Company held on 30^th September, 2016 for a period of three years.

As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 there is no requirement for ratification of appointment of statutory auditor at every AGM of the Company and therefore, it is not required to ratify the appointment every year.

- AUDITORS''REPORT

The notes on financial statement referred to in the auditor''s report are self-explanatory. There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and rules made thereunder, M/s. R K Choksi & Co., Company Secretaries in Practice, was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2017-18.

An Audit Report issued in form MR-3 by M/s. R K Choksi & Co., Company Secretaries, Ahmedabad in respect of the secretarial audit of the Company for the financial year ended 31^stMarch, 2018, is attached as Annexure B to this Report. The report doesn''t contain any reservation, qualification or adverse mark".

(C) Internal Audit and Controls

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. J M Dobariya & Co., Chartered Accountants, as an Internal Auditor to conduct the Internal Audit of the Company

Your Company has appointed M/s J M Dobariya & Co., as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

(d) Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2017-18.

VIGIL MECHANISM/WHISTLE BLOWERPOLICY

The Company established a Whistle Blower Policy to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The policy provides systematic mechanism to report the concerns and adequate safeguards against the victimization if any. The policy is available on the website of the Company i.e. www.yashchemex.com During the year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company were listed on the Bombay Stock Exchange - SME Platform (BSE) for Migration to main board company has received In principle approval of BSE Limited on 30^th August, 2018.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2017-18.

DEPOSITS

During the year under review, your company has neither invited nor accepted or renewed any fixed deposit from public in terms of provisions of section73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

2. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2018 and of the profit of the Company for that year;

3. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts of the Company have been prepared on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT-9, ason 31st March, 2018 is given as Annexure C to this report.

NOMINATION AND REMUNERATION POLICY:

The Company has adopted a Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

The policy is available on the website of the Company at www.yashchemex.com

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO. a) Conservation of Energy:*

i. Steps taken/impact on conservation of energy: N.A.

ii. Steps taken by the Company for utilizing alternate sources of energy including waste generated: Nil

iii. Capital investment on energy conservation equipment: NIL

*Your Company is in Business of trading of Chemical, so in trading business there is no need of

Conservation of Energy.

b) Technology Absorption:*

i. The efforts made towards technology absorption; N.A.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

*Your Company is in Business of trading of Chemical, so in trading business there is no need of

Technology Absorption.

Foreign Exchange earnings and outgo

Particulars	2017-18	2016-17
Earnings in foreign Exchange	4,22,947	32,13,895
Outgo in foreign Exchange	2,70,12,541	7,64,60,601

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure D to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forming part of this Annual Report as Annexure E to this report.

RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof and appended hereto and forming part of the report.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19,20,21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity which has listed its specified securities on the SME Exchange.

ACKNOWLEDGEMENT

Your Directors'' wishes to place on record its sincere thanks to all the Customers, Suppliers, Bankers and Central and State Government Authorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board.

By Order of the Board of Directors

For, YASH CHEMEX LIMITED

Sd/- Sd/-

Pritesh Y. Shah Yashwantlal C. Shah

Managing Director Chairman & Whole time Director

DIN:00239665 DIN: 01002342

Place: Ahmedabad

Date: 29.05.18