The Board of Directors is pleased to present the 22^ns Annual Report on the business and operations of the
Company along with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

FINANCIAL HIGHLIGHTS:

The key financial figures of your Company for the financial year ended 31^st March, 2025 are as under:

(Amount in’000 ')

Note: The above figures are extracted from the Annual Financial Statements for the year ended 31^st March, 2025.
RESULT OF OPERATIONS & STATE OF COMPANY AFFAIRS:

The Key points pertaining to the business of the Company for the year 2024-25 and period preceding thereto have
been given hereunder:

? The Total revenue of the Company during the Financial year 2024-25 was '3,32,102.21 (‘000) against the
total revenue of '2,81,006.22 in the previous financial year 2023-24.

? The Total expenses of the Company during the financial year 2024-25 was '3,31,196.70 (‘000) against
the expenses of '2,63,602.44 (‘000) in the previous financial year 2023-24.

? The Profit after tax was '677.31 (‘000) for the financial year 2024-25 as compared to the Profit after tax
of '12,989.62 (‘000) in the previous financial year 2023-24.

The performance of the Company in terms of overall revenue generation during the period under consideration
was quite phenomenal. Despite multidimensional crisis, your company continues to develop its strengths by
institutionalizing sound commercial processes and effectively putting the hard work on a continuous basis to
thrive, maintain and capitalize the growth opportunities. Your Company strongly believes that its success in the
marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship
with customers and a deep understanding and anticipation of consumers’ requirements early depicts a strong
commercial backbone.

The state of your Company’s affairs is given under the heading ‘Financial Highlights’, Result of Operations and
State of Company Affairs’ and various other headings in this Report and the Management Discussion and Analysis
Report, which forms part of the Annual Report.

TRANSFER TO RESERVES:

Your Company has not proposed any amount to be transferred to the reserves of the Company.

CHANGE IN SHARE CAPITAL:

Authorised Share Capital:

The Authorised Share Capital of the Company as on 31^st March, 2025 was Rs.16,00,00,000/- (Rupees Sixteen
Crores only) divided into 1,60,00,000/- (One Crore Sixty Lakhs ) equity shares of Rs.10/- each.

Paid up Capital:

During the year under review, the Company has made a rights issue of equity shares of 35,96,423 rights equity
shares of the face value of '10 each issued for cash at a price of ' 10 per rights equity share . Consequently, the
paid-up equity share capital of the Company stands increased to ' 10,78,92,690 (Rupees Ten Crores Seventy-
Eight Lakhs Ninety-Two Thousand Six Hundred and Ninety) divided into 1,07,89,269 (One Crore Seven Lakhs
Eighty-Nine Thousand Two Hundred and Sixty-Nine) equity shares of face value of '10 (Rupee Ten Only) each.

CHANGE IN CAPITAL AFTER THE END OF FINANCIAL YEAR BUT BEFORE THIS REPORT:

There was no change in the Share capital of the Company after the end of the financial year and before the
dissemination of this report.

DIVIDEND:

After considering the present circumstances holistically and keeping in view the need to conserve resources in the
long run for the future, the Board of Directors of the Company decided that it would be prudent not to recommend
any dividend for the year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY:

Your company is engaged in the business of adhesives such as synthetic binders, synthetic rubber adhesives,
synthetic resin adhesives, natural rubber adhesives, and footwear adhesives under the brand name of YUG-COL.

During the financial year 2024-25, there was no change in the nature of business of your company; however, your
company has made an addition by entering the plywood & board manufacturing, including but not limited to wood
and wood products, furniture.

DETAILS OF SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY:

The Company does not have any subsidiary, associate or joint venture company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act and Articles of Association, Ms.
Ankita Saraswat (DIN: 05342198), Whole-Time Director of the Company, who retires by rotation and being
eligible, offers herself for reappointment at the ensuing Annual General Meeting of the Company.

Pursuant to the Section 203 of the Companies Act, 2013, Mr. Chandresh S. Saraswat - Managing Director, Mr.
Lokeshkumar Edival- Chief Financial Officer and Mr. Arpit Thakkar- Company Secretary & Compliance Officer
are the Key Managerial Personnel of the Company.

During the financial year 2024-25 there was a change in the Company Secretary and Compliance Officer of
the Company which is as follows:

i) Ms. Nidhi Devesh Bhatt resigned as the Company Secretary and Compliance Officer of the Company
effective from 10^th August 2024.

ii) Mr. Arpit N. Thakkar was appointed as the Company Secretary and Compliance Officer of the Company
effective from 28^th October 2024.

Save and except for the aforementioned, there were no other changes in the Board of Directors and Key
Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received requisite declarations from the Independent Directors of the Company, confirming that
they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 read with
rules made thereunder and Regulation 16 of the SEBI Listing Regulations.

Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s
Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule
6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time,
which mandated the inclusion of an Independent Director’s name in the data bank of Indian Institute of Corporate
Affairs (“IICA”) for a period of one year or five years, or a life time until they continue to hold the office of an
Independent Director.

A separate meeting of Independent Directors was held on 10^th February, 2025. All Independent Directors attended
the same.

(a) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI Regulations, the Company has implemented a familiarization
programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors,
the workings of the Company, nature of the industry in which the Company operates, business model etc. All
Independent Directors are also familiarized with the Guidelines of professional conduct, roles, functions, and
duties as an Independent Directors under the Companies Act and applicable SEBI Listing Regulations. As a part of
familiarization programme required under SEBI Regulations, the Independent Directors are apprised during the Board
/Committee Meetings of industry / market trends, Company’s operations, governance, internal control processes,
and other relevant matters. The details of the familiarization programme are disclosed on the Company’s website,
and direct access to the policy is linked here: https://yugdecor.com/wp-content/uploads/2025/05/Familiarisation-
Programme-for-independent-directors.pdf.

(b) PROCEDURE FOR NOMINATION AND APPOINTMENT OF INDEPENDENT DIRECTORS:

The Nomination and Remuneration Committee is responsible for developing competency requirements for
the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, and financial condition, and
compliance requirements.

The Board, based on the recommendation of Nomination and Remuneration Committee, has framed the policy
on terms and condition for the appointment of Independent Directors of the Company, keeping in view the
provisions of the Companies Act, 2013 along with applicable provisions of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The said details of the terms and conditions are available on the website of
the Company at https://yugdecor.com/wp-content/uploads/2025/05/Terms-and-conditions-for-Appointment-of-
Independent-Directors.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Company operates under a two-tier Corporate Governance Structure. The Board of Directors, together
with its Committees, provides leadership and guidance to Management, directs and supervises the Company’s
performance, thereby enhancing stakeholder value. The Board has a fiduciary responsibility to ensure that the
rights of all stakeholders are protected. In cases involving potential conflicts of interest, the interested Directors
excuse themselves, and the ultimate decision-making authority is vested in the Independent Directors, reflecting
the Company’s commitment to a fair, transparent, and ethical business environment.

The Board met nine times during the year on 13th April 2024, 19th April 2024, 20th May 2024, 28th May 2024,
8th June 2024, 4th September 2024, 28th October 2024, 14th November 2024, and 28th January 2025. Proper
notices were given for each meeting, and the proceedings were duly recorded, signed, and maintained in the
Minutes book kept by the Company for this purpose. The intervals between the meetings were within the period
prescribed under the Companies Act, 2013.

During the year under review, 21^st Annual General Meeting was held on Saturday, 28^th September, 2024. No
Extraordinary General Meeting (EGM) was held during the financial year 2024-25.

COMMITTEES OF THE BOARD:

The Board committees play a crucial role in the governance structure of the Company and have been constituted to
deal with specific areas and activities that concern the Company and need a closer review. The Board committees
are set up under the formal approval of the Board, to carry out clearly defined roles that are considered to
be performed by the members of the Board, as a part of good governance practice. The Board supervises
the execution of its responsibilities by the Committees and is responsible for their actions. All decisions and
recommendations of the committees are placed before the Board for information or for approval. The minutes of
the meetings of all the committees are placed before the Board for their review.

The Board has constituted three (3) committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee.

The major terms of reference of the Committee, its composition and number of meetings held during the year are
as follows :

1. AUDIT COMMITTEE:

The Audit Committee acts as a link among the Management, Internal Auditors, the Board of Directors, and
the statutory auditors to oversee the financial reporting process of the Company. Its purpose is to monitor
financial reporting processes, review the Company’s established systems and processes for internal controls
and governance, and to review the Company’s statutory and internal audit activities.

The role of Audit Committee is in accordance with Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and major terms of reference as specified under Section 177 of
the Companies Act, 2013.

a) The major terms of reference of the Audit Committee include:

? Examination of Financial Statements and Auditor’s Report thereon;

? Recommendation for appointment, re-appointment, remuneration and terms of appointment of audi¬
tors of the Company and fixation of audit fee;

? Reviewing and monitoring the Statutory Auditor’s independence, performance, and effectiveness of
audit process;

? Evaluation of internal financial controls and risk management systems;

? Approval or modifications of related party transactions;

? Establishing and reviewing functioning of the Whistle Blower mechanism;

? Scrutiny of inter-corporate loans and investments and reporting.

b) Composition and Attendance:

During the year under review, Audit Committee met 7 times on 13^th April, 2024, 20^th May, 2024, 28^th May,
2024, 4^th September, 2024, 28^th October, 2024, 14^th November, 2024, and 28^th January, 2025. All the
recommendations made by the Committee during the year were accepted and implemented by the Board
of Directors.

2. NOMINATION & REMUNERATION COMMITTEE:

The role of the Nomination and Remuneration Committee is in accordance with Regulation 19 of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the
Companies Act, 2013. The Committee has been constituted to carry out such functions/responsibilities
entrusted to it by the Board of Directors from time to time.

a) The major terms of reference of the Nomination & Remuneration Committee include:

? Identification of persons qualified to become directors and be appointed to senior management in
accordance with the criteria laid down, recommending to the Board their appointment and removal;

? Formulation of the criteria for determining qualifications, positive attributes and independence of a
director;

? Specifying the manner for effective evaluation of performance of the Board, its committees, and in¬
dividual directors;

? Recommending to the Board a policy relating to the remuneration for the directors, key managerial
personnel, and other employees and

? Any other matters listed in Part D of Schedule II to the Listing Regulations and in Section 178 of the
Companies Act, 2013.

b) Composition and Attendance:

The Nomination & Remuneration Committee met only once during the year under review, on 10th Febru¬
ary 2025. The company secretary acts as the secretary to the committee. All the recommendations made
by the committee during the year were accepted by the Board.

Criteria for Determining Qualifications, Positive Attributes, and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications,
positive attributes, and independence of Directors in terms of provisions of Section 178 (3) of the Act
and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

c) Nomination & Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy
for the selection, appointment, and remuneration of Directors and Key Managerial Personnel, including
criteria for determining qualifications, positive attributes, and independence of Directors. The policy has
been uploaded on the website of the Company at https://yugdecor.com/wp-content/uploads/2025/05/
Nomination-and-Remuneration-policy.pdf.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee is primarily responsible for reviewing all matters connected with the
Company’s transfer of securities and the Redressal of shareholders’ / investors’ / security holders’ complaints.

The Committee’s composition and terms of reference are in compliance with Regulation 20 the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013.

a) The major terms of reference of the Stakeholders Relationship Committee include:

? Consideration & resolution of the grievances of security holders of the Company;

? Reviewing Transfer / Transmission Requests / Demat / Remat requests of the security shareholders
and issuance of duplicate share certificate, if any.

b) Composition and Attendance:

The Stakeholders Relationship Committee met four times during the year under review on 19th April
2024, 28th May 2024, 22^nd June 2024, and 14th November 2024. The Company Secretary acts as
Secretary to the Committee.

Investor Redressal System:

During the year under review, there was one complaint registered out of which:

Number of complaints filed during the financial year: One
Number of complaints disposed of during the financial year: One
Number of complaints pending as of end of the financial year: Nil

SEBI Investor Redressal System (SCORES): Investor complaints are processed in a centralized griev¬
ance redressal facilitation platform. The salient features of this platform are: a centralized database of all
complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing
by investors of actions taken on the complaint and its current status.

Your Company has registered itself on SCORES platform. During the year under review, there was no
complaint registered or pending on the SCORES platform and BSE platform.

INDEPENDENT DIRECTORS’ MEETING:

The Independent Directors met on 10^th February, 2025 without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors
and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of
the Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow
of information between the Company Management and the Board that is necessary for the Board to effectively
and reasonably perform its duties. A separate meeting of the Independent Directors (Annual ID Meeting) was
convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the
Chairman. The Independent Directors inter-alia discussed the issues arising out of Committee meetings and Board
discussions including the quality, quantity and timely flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably perform their duties. After the Annual ID Meeting,
the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the
Board covering the performance of the Board as a whole, the performance of the Non-Independent Directors and
the performance of the Chairman of the Board.

Pursuant to the requirements of Section 134(3)(c) read with sub section (5) of the Companies Act, 2013 (‘Act’),
it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended on 31^st March 2025, the applicable account¬
ing standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and the profit and loss of the Company for the period ended
31^st March, 2025;

(c) the Directors had 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 had 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 inter¬
nal financial controls are adequate and were operating effectively and;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report as Annexure-I.

AUDITORS’ AND AUDITORS’ REPORT:

1. STATUTORY AUDITORS & AUDIT REPORT-

Appointment of M/s. PD. Goinka & Co., Chartered Accountants, Ahmedabad (Firm Registration No 103260W)
was made as the Statutory Auditors of the Company at the 21st Annual General Meeting of the Company for
a period of five years; and accordingly, they continue to hold office until the conclusion of the 26th Annual
General Meeting of the Company.

There are no qualifications or adverse remarks made by the auditors in their report. The provision of cost
audit is not applicable to the Company.

2. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT-

Pursuant to the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has ap¬
pointed M/s. Riddhi Khaneja & Associates, Practicing Company Secretaries, Ahmedabad, (CP No: 17397),
to conduct Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is appended as Annexure-II to this report in
the form of FORM MR-3. This report does not contain any qualifications, reservations, adverse remarks or
disclaimers.

3. INTERNAL AUDITORS:

The Company has put in place an adequate system of internal control processes and has appointed Mr. Ra¬
hul Maheshwari, Proprietor of M/s. Rahul Maheshwari & Associates, Chartered Accountants, Ahmedabad,
as the Internal Auditor of the Company, on the recommendation of Audit Committee, for the Financial Year
2025-26. The Internal Auditor conducts the internal audit of the functions and operations of the Company
and reports to the Audit Committee and Board from time to time.

4. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain/audit the cost records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013 and Rule 6(2) of Companies (Cost Records and Audit)
Rules, 2014.

REPORTING OF FRAUD, IF ANY BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditor has reported any instances of fraud
committed against the Company to the Audit Committee under Section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEM:

The Company continuously evolves in strengthening its internal control processes and has adopted adequate and
appropriate policies and procedures including the design, implementation and maintenance of adequate internal
financial controls that operate effectively to ensure the orderly and efficient conduct of its business, including
adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud and errors,
accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures
under the Companies Act, 2013. Procedures to ensure conformance with the policies, standards and delegations
of authority

have been put in place covering all activities. Audit Committee periodically reviews the performance of Internal
Audit System. The Company has a rigorous business planning system to set targets and parameters for operations
which are reviewed against actual performance to ensure timely initiation of corrective action, if required. The
Audit Committee periodically reviews the Internal Control Systems and Internal Audit Reports. Furthermore, the
Board annually reviews the effectiveness of the Company’s internal control system.

SECRETARIAL STANDARDS:

Your Company duly complies with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India as notified under Section 110 of the Companies Act, 2013..

ANNUAL PERFORMANCE EVALUATION:

The Company is led by a diverse, experienced and competent Board.The Board carries out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of the working of its
committees. The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of criteria such as the board composition and structure, effectiveness of board processes, information,
and functioning etc. and the performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees and the effectiveness of
committee meetings, etc.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out
an annual performance evaluation of the working of its own performance, the Directors individually, as well as
evaluation of its Committees.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors, the
Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration
feedback received from Directors. The evaluation was done on various parameters such as vision and strategy,
participation, disclosure of interests, good governance, leadership skills, operations, business development,
human resource development, corporate communications etc.

The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of
the Board and its committees. The Board in consultation with the Nomination and Remuneration Committee has
laid down varying criteria to be adopted in the evaluation of different Directors.A Suitable mechanism also exists
to ensure that the concerned individual is given due feedback to help him/her appreciate the aspects considered
important by other co-directors.

The Board acknowledged certain key improvement areas emerging through this exercise, and action plans to
address these are in progress. The performance evaluation of the Non Independent Directors including Chairman
was carried out by the Independent Directors at a separate meeting of the Independent Directors on February 10,
2025. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including
Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the
Nomination and Remuneration Committee and the Board in their respective meetings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Management Discussion and Analysis Report forms part of this Report as Annexure-III.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31,2025 will be
made available on the Company’s website at www.vugdecor.com.

DEPOSITS:

During the year under review, your Company has neither accepted nor invited any deposits pursuant to the
provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014. Hence, no deposit has been raised in contravention of the requirements of Chapter V of the Companies
Act, 2013, as of 31^st March, 2025.

INSURANCE:

All properties and insurable interests of the company to the extent required have been adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has neither given any loans or guarantees nor made any investments during the year under review
that attract the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

In line with the requirements of the Act and the SEBI LODR, the Company has formulated a Policy on Related
Party Transactions. There are no materially significant Related Party Transactions made by the Company with
Promoters, Directors or Key Managerial Personnel (KMP) that may have a potential conflict with the interests of
the Company at large. All Related Party Transactions are placed before the Audit Committee for approval as per
the applicable regulatory requirements and approval of the Board, if required.

During the year under review, the transactions entered by the Company, with the related parties were on arm’s
length basis and in the ordinary course of business. There are no materially significant related party transactions
made by the Company with related parties that may pose a potential conflict with the interests of the Company
at large.

Your Directors draw your attention to notes to the financial statements for detailed related party transactions
entered during the year. During the year, the Company had not entered into any contract/ arrangement / transaction
with related party that could be considered material in accordance with the policy of the Company on materiality
of related party transactions or which are required to be reported in Form No. aOc-2 in terms of Section 134(3)
(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions that could pose a potential conflict with the interest
of the Company at large. The Policy on Materiality of Related Party Transactions and dealing with Related Party
Transactions as approved by the Board is posted on the Company’s website at https://yugdecor.com/wp-content/
uploads/2025/05/Policy-on-Related-Party-Transaction.pdf .

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes or commitments affecting the financial position of the Company between the
end of the financial year of the Company as of 31^st March, 2025 and the date of this Directors’ report. However
during the year review the Company has raised the amount of share capital by way of a right issue. No material
changes and commitments occurred after the close of the financial year until the date of this report, which affect
the financial position of the Company or future operations of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no significant and material orders passed by the regulators or courts, or
tribunals that would impact the going concern status and Company’s operations in future.

During the last three years, there were no strictures or penalties imposed on the Company by either SEBI or the
Stock Exchange or any statutory authority for non-compliance with any matter related to the capital markets.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. As
per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee to consider
and resolve the complaints related to sexual harassment. Additionally, the Internal Complaints Committee works
extensively on creating awareness regarding relevance of sexual harassment issues.

During the year under review, details with respect to the complaints received in this regard are as follows:

a) Number of complaints of sexual harassment received in the year -Nil

b) Number of complaints disposed of during the year- N/A

c) Number of cases pending for more than ninety days- Nil

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR, ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:

During the financial year, there was no application made or proceeding pending by or against the your Company
under The Insolvency and Bankruptcy Code, 2016 (31 of 2016).

A STATEMENT BY THE COMPANY REGARDING COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY
BENEFITS ACT, 1961.

Your Company has been in compliance with the Maternity Benefits Act, 1961 and accordingly all the applicable
employees have been duly provided necessary benefits which are required under the Act.

HUMAN RESOURCES:

Your Company believes that the unflinching commitment of the employees is the driving force behind the Company’s
vision. It considers its human resources to be its biggest asset and believes in people at the heart of its human
resource strategy which sets the Company apart from its peers. It also believes in a culture of inclusion, trust,
skill development, empowerment and growth for its employees. Through regular communication and sustained
efforts, it ensures that employees are aligned with the common objectives and goals of the business. At the end,
your Company appreciates the spirit of its dedicated employees.

HEALTH, SAFETY AND ENVIRONMENT:

At Yug Decor, the people are the greatest asset, and their safety, health, and well-being are of utmost importance
to us. The Company endeavors to provide a safe, conducive and productive work environment by undertaking
various measures at its manufacturing facilities to ensure no injuries or accidents. The Company’s ethos of
environmental protection through the development of environmentally friendly processes for effective usage of
resources is based on the belief that nature is a precious endowment to humanity.

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

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed as Annexure-IV to this report.

DEPOSITORY SYSTEM:

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form.

CORPORATE GOVERNANCE:

As the Company is listed on the BSE-SME platform, the requirement to furnish the Corporate Governance Report
under Regulation 27(2) read with Schedule V of the Listing Obligations & Disclosure Requirements Regulations,
2015 is not applicable to the Company. Whenever this regulation becomes applicable to the Company at a later
date, the Company will comply with the requirements of those regulations within six months from the date on
which the provisions become applicable to our Company.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed thereunder, certain class
of companies is required to spend 2% of its average net profit during the three preceding years on CSR activities.
It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR
and the manner of spending the amount. The company is not covered under Section 135 of the Companies Act,
2013 and the rules framed thereunder for the financial year under review; hence the question of compliance of the
same does not arise.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting, as required by Regulation 34(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company for the financial year ending March 31,2025.

RISK MANAGEMENT:

The Board oversees the Company’s processes for determining risk tolerance and reviews management’s actions
and comparisons of overall risk tolerance to established levels. The framework is designed to enable risks to be
identified, assessed and mitigated appropriately. Major risks are identified by the businesses and functions are
systematically addressed through appropriate actions on a continuous basis. The details of the same are set out
in Management Discussion and Analysis Report.

CEO/CFO CERTIFICATION:

The Managing Director (MD) and Chief Financial Officer (CFO) of the Company have certified to the Board regarding
their review of the Financial Statements, Cash Flow Statement and other matters related to internal controls in the
prescribed format for the year ended March 31,2025 in terms of Regulation 17 (8) of SEBI (LODR). The MD and
CFO also give half -yearly certification on financial results while presenting the financial results before the Board
in terms of Regulation 33(2) of SEBI (LODR). The certification is annexed here as a part of the Annual Report as
Annexure-V.

GOVERNANCE POLICIES:

At Yug Decor, we strive to conduct our business and strengthen our relationships in a manner that is dignified,
distinctive, and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and
accountability in dealing with all stakeholders. Therefore, we have adhered to various codes and policies like code
of conduct to regulate, monitor and report trading by designated persons; familiarisation policy of Independent
Directors; the Nomination and remuneration policy; the policy on materiality etc. to carry out operations in ethical
manner.

The different codes and policies are uploaded on the website of the Company under the head Investor relations>
codes & policies & other. The direct link to access is https://yugdecor.com/codes-policies-ydl/ .

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no
transactions on these items during the year under review:

1. The Company does not have any scheme for the provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees.

2. The Managing Director of the Company has not received any commission from the Company and not
disqualified from receiving any remuneration or commission from any of subsidiaries of the Company.

3. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code,
2016.

4. There are no instances of transferring the funds to the Investor Education & Protection Fund.

5. During the year under review, there has been no one time settlement of loans taken from Banks and
Financial institutions.

The Company is in full compliance with the mandatory requirements as contained in the Listing Regulations.
EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee during the year.

INSIDER TRADING REGULATIONS:

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time,
the Company has adopted a code of conduct to regulate, monitor and report trading by Designated Persons
and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). All
Directors, Senior Management Personnel, persons forming part of Promoter(s)/ Promoter(s) Group(s) and
such other Designated Employees who could have access to the Unpublished Price Sensitive Information
of the Company are governed by this Code.

The Codes are available on the website of the Company at https://yugdecor.com/wp-content/uploads/2025/05/
Code-of-Conduct-to-Regulate-Monitor-and-Report-trading-by-designated-person.pdf

MEANS OF COMMUNICATION:

? The Company’s website (www.yugdecor.com) contains a dedicated section ‘Investor Relations’ where
various types of information related to the shareholders is available including Annual Report of the Com¬
pany.

? The Annual Report containing, inter alia, Audited Financial Statements, Directors’ Report, Auditors’ Report
and other important information is circulated to members and others entitled thereto. The Management’s
Discussion and Analysis (MD&A) Report forms part of the Annual Report.

? BSE’s Corporate Compliance & Listing Centre (the ‘Listing Centre’) is a web based application designed
for corporates. All periodical compliance filings like shareholding pattern, corporate governance report,
statement of investor complaints, among others are also filed electronically on the Listing Centre.

? Communication via E-mail: The Company has designated email-id exclusively for investor servicing i.e.
cs@yugdecor.com.

? As defined earlier in Investor Redressal System, SEBI Complaint Redressal System (SCORES) is a central¬
ized web-based complaint redressal system where in the Company has registered itself.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with that, any
actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern
for the Company. The role of the employees in pointing out such violations cannot be undermined.

Pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil
Mechanism Policy to provide a formal mechanism to the Directors’ and employees to report their concerns
about unethical behavior, actual or suspected incidents of fraud or violation of the Company’s Code of Conduct
or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the
mechanism and provides to employees’ direct access to the Chairman of the Audit Committee.

The Vigil Mechanism Policy is disseminated through the Website of the Company at https://yugdecor.com/wp-
content/uploads/2025/05/Vigil-Mechanism-Policy.pdf..

During the financial year 2024-25, no cases under this mechanism were reported to the Company.
APPRECIATION:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels to ensure that the Company continues to grow and excel.

By Order of the Board of Directors
YUG DECOR LIMITED

Date: ^{27th Augus}L ²⁰²⁵ Chandresh S. Saraswat

_{Place: Ahmedabad} Chairman &Managing Director

^{Place: Ahmedabad} Din: 01475370