Directors Report of Yogi Ltd.

Mar 31, 2025

Your Directors are pleased to present the 33^rd Annual Report on the business and operations of the Company
together with the audited financial statements (standalone as well as consolidated) for the financial year ended
31^st March, 2025.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance
with the relevant applicable Indian Accounting Standards (âInd ASâ) and Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI
Listing Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ). The summarized financial
highlights are depicted below:

Particulars	Standalone		Consolidated
Particulars	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Revenue From Operations	11,107.20	-	11,107.20	-
Other Income	194.76	29.66	194.76	-
Total Income	11,301.96	29.66	11,301.96	-
Total Expenses	11,100.84	81.27	11,101.42	-
Profit before tax (EBIDTA)	201.12	(51.61)	200.54	-
Taxation
- Current Tax	29.92	-	29.92	-
- Previous Tax	-	-		-
- Deferred Tax Asset	25.22	13.51	25.07	-
- MAT Credit Entitlement	-	-		-
Profit After Tax	145.98	(38.11)	145.55	-
Other Comprehensive Income (net of tax)	-	-	-	-
Total Comprehensive Income for the year	145.98	(38.11)	145.55	_-

2. FINANCIAL HIGHLIGHTS:

During the year ended 31^st March 2025, Operational Revenue including other income on Standalone basis
was 11,301.96/- Lakhs and Profit / (Loss) Before Tax was 201.12/- Lakhs v/s nil revenue in previous year
while Net Profit / (Loss) for the financial year ended 31^st March, 2025 was 145.98/- Lakhs v/s (38.11)/-
Lakhs in previous year.

On a Consolidated Basis, the Operational revenue including other income stood at 11,301.96/- Lakhs. The
Profit/(Loss) Before Tax was Rs. 200.54 Lakhs and the Net Profit/(Loss) for the financial year ended 31^stMarch, 2025 was Rs. 145.55 Lakhs .

Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all
front of operations, optimize use of available resources etc.

A detailed analysis on the operations of the Company during the year under review and outlook for the
current year is included in the Management Discussion and Analysis Report forming an integral part of this
Annual Report.

3. BUSINESS OPERATIONS:

The Company is primarily engaged in the business of real estate development, construction, contracting,
building, town planning, infrastructure development, and estate development. Its activities encompass
a broad spectrum of projects including the planning, design, execution, and delivery of high-quality real
estate and infrastructure assets. The Company has undertaken and continues to undertake projects such
as residential layout schemes, slum rehabilitation and redevelopment projects (SRA) in Mumbai,
and other allied real estate development initiatives, which contribute significantly to urban growth and
housing solutions.

In addition to its core real estate and construction business, the Company has adopted a forward-looking
approach by diversifying into new sectors in line with its strategic growth objectives. During the period
under review, the Company has expanded its scope of operations by amending its Memorandum of
Association (MOA) to include machinery manufacturing and trading as one of its main objects. This
diversification is aimed at creating synergies with its existing operations, opening new avenues of business,
and strengthening its presence across related industries.

4. DIVIDEND

During the Financial yea 2024-25, the company has not declared any dividend on Equity Shares.

5. TRANSFER TO RESERVE

The Board does not propose to transfer any amount to reserves during the Financial Year 2024-25.

6. DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules
made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any
deposit during the year under review.

7. SHARE CAPITAL:

Particulars	As at 31^st March, 2025		As at 31^st March, 2024
Particulars	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	4,50,00,000	45,00,00,000	3,00,00,000	30,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	4,09,60,000	40,96,00,000	2,19,02,709	21,90,27,090

At the Extra-Ordinary General Meeting of the Company held on 24^th October, 2024, the Members approved
an Ordinary Resolution for increasing the Authorised Share Capital of the Company from Rs. 30 crore to Rs.
45 crore.

During the period under review, the company has allotted Equity Shares pursuant to conversion of Warrants
by way ofpreferential allotment to Promoters, Promoter Group and Non-promoters on 10^th September, 2024
and 27^thMarch, 2025.

8. CORPORATE RESTRUCTURING:

i. Acquisition:

During the year under review, your Company have made following acquisition:

The company has acquired 100% stake of Yogi Elitemach Private Limited, a Private Limited company
incorporated under the provisions of The Companies Act, 2013.

ii. Divestment:

During the year under review, the company has not made any disinvestment.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has made loans, and made investments in compliance with
Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under
review, are given in the notes forming part of the financial statements.

10. CHANGE IN NATURE OF BUSINESS:

In line with its evolution and strategic diversification, the Company has expanded its scope of operations
by adding machinery manufacturing and trading as an object in its Memorandum of Association during the
period under review.

11. DETAILS OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the Company incorporated Yogi Elitemach Private Limited on 8^th March
2025 as its wholly-owned subsidiary. The Company has no joint venture or associate companies. Except
for the aforesaid incorporation, no other company has become or ceased to be a subsidiary, joint venture, or
associate company of the Company during the year.

The highlights of the financial performance of the Subsidiary Company for the financial year 2024 - 25 are
disclosed in form AOC - 1, which annexed herewith as âAnnexure Aâ.

Material Subsidiary:

As on 31^st March, 2025, the company has no unlisted material subsidiary.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31^st March, 2025, the Companyâs Board had six members comprising of two Executive Directors, three
Independent Directors and one Non-Executive Non Independent Director including one Woman Director.
The details of Board and Committee composition, tenure of directors, and other details are available in the
Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the
SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors
in the context of your Companyâs business for effective functioning. The key skills, expertise and core
competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part
of this Annual Report.

Appointment/ Cessation/ Change in Designation of Directors:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles
of Association of your Company, Mr. Parth Shashikantbhai Kakadiya is liable to retire by rotation at the
ensuing AGM and being eligible, offers himself for re-appointment.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect
their status as an Independent Director. The Independent Directors have also given declaration of compliance
with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with
respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute
of Corporate Affairs.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel (âKMPsâ) of the Company as
per Sections 2(51) and 203 of the Act:

1. Mr. Mahesh Kumar Rajguru, Chief Financial Officer

2. Mr. Avinash Sharma, Company Secretary & Compliance officer (upto 08^th March, 2025)

3. Ms. Jessica Gandhi, Company Secretary & Compliance officer (w.e.f. 10^th March, 2025)

13. NUMBER OF MEETINGS OF THE BOARD:

The Board met 11 (Eleven) times during the year under review. The intervening gap between the meetings
did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board
meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms
part of this Annual Report.

14. COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory
Committees. As on 31^st March, 2025, the Board has constituted the following committees:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given
in the Report on Corporate Governance, which forms a part of this Annual Report.

15. INDEPENDENT DIRECTORSâ MEETING:

The Independent Directors met on 31^st January, 2025 without the attendance of Non-Independent Directors
and members of the management. The Independent Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along with the performance of the Chairman of your
Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed
the quality, quantity and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.

16. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees
and individual Directors, including the Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Boardâs functioning such as composition of
the Board and committees, experience and competencies, performance of specific duties and obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc. At the Board
meeting that followed the above mentioned meeting of the Independent Directors, the performance of the
Board, its Committees, and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being evaluated.

17. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The
Board is also updated on the operations, key trends and risk universe applicable to your Companyâs business.
These updates help the Directors in keeping abreast of key changes and their impact on your Company. An

annual strategy retreat is conducted by your Company where the Board provides its inputs on the business
strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate
in various programmes /meetings where subject matter experts apprise the Directors on key global trends.
The details of such programmes are provided in the Corporate Governance Report, which forms part of this
Annual Report.

18. DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained
by the Company, work performed by the internal, statutory and secretarial auditors including audit of
internal financial controls over financial reporting by the statutory auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion
that the Companyâs internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors,
to the best of their knowledge and ability, confirm that-

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

ii. they have selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size
and nature of business of the Company. During the year, such control was tested and no reportable material
weakness in the design or operation was observed.

20. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of operations of the
Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is provided as a âAnnexure Bâ.

22. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 forms an integral part of this report and is provided as a âAnnexure Câ.

A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretary regarding compliance on
conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on
Corporate Governance.

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31^stMarch, 2025 is available on the Companyâs website www.yogiltd.com

24. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of
the SEBI Listing Regulations, the Company has in place a Related Party Transaction (âRPTâ) Policy. All
related party transactions (âRPTâ) entered into during the financial year 2024-25 were in accordance with
the Companyâs RPT Policy and on an armsâ length basis and in the ordinary course of business.

All RPTs are placed before the Audit Committee and the Board for approvals Pursuant to the provisions of
Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports to the stock exchanges,
for the related party transactions.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly,
the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for FY 2025 and hence, does not form part of this report.

Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material
related party transactions forms part of the Notice of the ensuing AGM.

25. STATUTORY AUDITORS & AUDITORSâ REPORT:

M/s. B K G & Associates, Chartered Accountants, the Statutory Auditors of the Company, have tendered
their resignation, resulting in a casual vacancy in the office of Statutory Auditors. The Board of Directors,
based on the recommendation of the Audit Committee, has proposed the appointment of M/s. G. K. Choksi
& Co., Chartered Accountants, as the Statutory Auditors of the Company, to hold office from the conclusion
of the ensuing Annual General Meeting for a term of five consecutive years, i.e., from the financial year
2025-26 up to the conclusion of the Annual General Meeting to be held for the financial year 2030-31.

The Notes to the financial statements referred in the Auditorsâ Report are self-explanatory. The Auditorsâ
Report is enclosed with the financial statements forming part of this Annual Report.

26. SECRETARIAL AUDITORS & AUDITORSâ REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board reÂ¬
appointed M/s. Nishant Bajaj & Associates, Practicing Company Secretary, to undertake the Secretarial
Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided
as Annexure-D of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval
being sought as the ensuing AGM M/s. Nishant Bajaj & Associates, Practicing Company Secretary, (C. P.
No. 21538); (Peer Reviewed Firm- 2582/2022) has been appointed as a Secretarial Auditor to undertake the
Secretarial Audit of your Company for the first term of five consecutive financial years from FY 2025-26 till
FY 2029.30. M/s. Nishant Bajaj & Associates, Practicing Company Secretary, has confirmed that he is not
disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of
your Company.

27. INTERNAL AUDITORS & AUDITORSâ REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Mohan L Gupta &
Associates, Chartered Accountants, as the Internal Auditor of the Company for financial year 2024-2025.

The observations made in the Internal Auditorsâ Report are self-explanatory and therefore do not call for
any further comments.

28. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) ofthe Companies
Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in the Annual Report and is marked as âAnnexure Eâ to this Report..

29. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition
and redressal of sexual harassment at workplace. This has been widely communicated internally. Your
Company has constituted âInternal Complaints Committeeâ to redress complaints relating to sexual
harassment at its workplaces. The Company has not received any complaints relating to sexual harassment
during financial year 2024-25.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. Number of complaints pending as on end of the financial year - NIL

30. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules
made thereunder. The Company has ensured that all eligible women employees are provided with maternity
benefits and other entitlements as prescribed under the Act. The Company remains committed to providing
a safe, supportive, and inclusive work environment for its women employees.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or violation of your Companyâs Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms
of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower
through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate
safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companyâs website at the www.yogiltd.com

32. LISTING ON STOCK EXCHANGE

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial
Year 2024-25. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

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

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to see that the
energy used by the company is the minimum under the given circumstance.

Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange
earned was NIL (previous year Nil).

34. RISK MANAGEMENT POLICY:

The Company has put in place Risk Management Policy compatible with the type and size of operations and
risk perception. The said policy is drawn up based on the guidelines of SEBI and stock exchanges issued in
this regard.

35. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the
processes, technology controls are being enhanced in-line with the threat scenarios. Your Companyâs
technology environment is enabled with real time security monitoring with requisite controls at various
layers starting from end user machines to network, application and the data. During the year under review,
your Company did not face any incidents or breaches or loss of data breach in cyber security.

36. CODE OF CONDUCT:

The Company has adopted a Code of Conduct (âCodeâ) to regulate, monitor and report trading in Companyâs
shares by Companyâs designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter
alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s
shares and sharing Unpublished Price Sensitive Information (âUPSIâ).

The Code covers Companyâs obligation to maintain a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also
includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The
employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen
their awareness.

37. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out
of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to aggregate number of
shareholders and the outstanding securities in suspense account and other related matters does not arise.

38. RAISING OF FUNDS BY ISSUANCE OF CONVERTIBLE WARRANTS ON PREFERENTIAL
BASIS:

Pursuant to the shareholdersâ approval granted at the Extra-Ordinary General Meeting held on 24th January
2024, the Company allotted the third and final tranche of 50,96,470 equity shares upon conversion of
convertible warrants on a preferential basis. The shares were of face value Rs. 10/- each, issued at a price of
Rs. 25/- per share (including a premium of Rs. 15/-), to promoters and non-promoters for cash consideration,
by way of a preferential issue on a private placement basis, in accordance with the provisions of Sections 42
and 62 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder and
Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

Further, pursuant to the shareholdersâ approval obtained at the Extra-Ordinary General Meeting held on 24th
October 2024, the Company issued 1,50,00,000 convertible warrants on a preferential basis, having a face
value of Rs. 10/- each, at a price of Rs. 32/- per warrant (including a premium of Rs. 22/-), to promoters
and non-promoters for cash consideration, by way of a preferential issue on a private placement basis, in
compliance with the provisions of Sections 42 and 62 and other applicable provisions of the Companies
Act, 2013, read with the rules made thereunder and Chapter V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

39. MATERIAL CHANGES AND COMMITMENTS

During the year under review, the Company has incorporated a Wholly Owned Subsidiary and accordingly,
the Consolidated Financial Statements of the Company have been prepared and presented for the first time
in compliance with the applicable provisions of the Companies Act, 2013 and the relevant Accounting
Standards.

Subsequent to the closure of the financial year, the Company has acquired majority stakes in the following
entities:

a. M/s. Farewell Real Estate Private Limited - 59.91%

b. M/s. Yogi Horizons LLP - 75%

c. M/s. Yogi Realtors - 95%

These acquisitions will enable the Company to expand its business operations and presence in the sector.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going
concern status and Companyâs operations in future.

41. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company
has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been
duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

42. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial
Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and

Financial Institutions.

45. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report
to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

46. APPRECIATION

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and CoÂ¬
operation extended to the Company by all valued customers and bankers of the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted
efforts by the employees at all levels which contributed, in no small measure, to the progress and the high
performance of the Company during the year under review.

Mar 31, 2024

Board of Directors hereby present the 32^nd Annual Report on the business and operations of Yogi Limited together with the Audited Statements of Accounts for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (âInd ASâ) notified under Section 133 ofthe Companies Act, 2013 (âActâ) read with the Companies (Accounts) Rules, 2014.

The financial performance of the Company, for the Financial Year ended on 31^st March, 2024 is summarized below:

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Revenue From Operations	-	-
Other Income	29.66	18.01
Total Income	29.66	18.01
Total Expenses	81.27	58.26
Profit before tax (EBIDTA)	(51.61)	(40.25)
Taxation
- Current Tax	-	-
- Previous Tax	-	-
- Deferred Tax Asset	13.51	10.04
- MAT Credit Entitlement	-	-
Profit After Tax	(38.10)	(30.21)
Other Comprehensive Income (net of tax)	-	-
Total Comprehensive Income for the year	(38.10)	(30.21)

2. DIVIDEND

Since the company has incurred loss during the year, the Board does not recommend declaration of any dividend for the FY 2023-24.

3. PERFORMANCE REVIEW

During the year under review, total income of the company has increased from Rs. 18.01 lakhs to Rs. 29.66 lakhs. The company has incurred losses of Rs. 38.10 lakhs as against loss Rs. 30.21 lakhs in the previous year.

4. TRANSFER TO RESERVE

The Company has not transferred amount to reserves during the Financial Year 2023-24.

5. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in nature of business.

7. DETAILS OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associate companies.

No company has become or ceased to be the Companyâs subsidiaries, joint ventures or associate companies during the year under review.

8. RAISING OF FUNDS BY ISSUANCE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS AND CORRESPONDING CHANGE IN SHARE CAPITAL

Pursuant to the shareholdersâ approval received at Extra-ordinary General Meeting held on 10^th June, 2022 your Company has allotted third and last tranche of 50,96,470 Equity Shares pursuant to conversion of Convertible Warrants on preferential basis of face value of Rs. 10/- each, at a price of Rs. 25/- each (at a premium of Rs. 15/-) to promoters and non-promoters, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Further, pursuant to the shareholdersâ approval received at Extra-ordinary General Meeting held on 19^thJuly, 2023 your Company issued 30,00,000 Equity Shares on preferential basis of face value of Rs. 10/-each, at a price of Rs. 27/- each (at a premium of Rs. 17/-) to non-promoters, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Further, pursuant to the shareholdersâ approval received at Extra-ordinary General Meeting held on 24^thJanuary, 2024 your Company issued has issued 1,38,08,687 convertible warrants on preferential basis convertible into 1,38,08,687 equity shares of the company of the face value of Rs. 10/- each, at a price of Rs. 28/- each (at a premium of Rs. 18/-) to promoter and non-promoters, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Post completion of the issuance, the equity paid up share capital of the Company has increased from 82,60,843 Equity Shares of Rs. 10/- each to 2,19,02,709 Equity Shares of Rs. 10/- each.

9. SHARE CAPITAL

The details of Share capital of the Company is as under:

Particulars	As at 31^st March, 2024		As at 31^st March, 2023
Particulars	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	3,00,00,000	30,00,00,000	1,50,00,000	15,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	2,19,02,709	21,90,27,090	82,60,843	8,26,08,430

During the period under review, the Authorised Share Capital of the Company was increased from Rs. 15 Crores to Rs. 25 Crores in the Extra Ordinary General Meeting held on 19^th July, 2023 and was further increased from Rs. 25 Crores to Rs. 30 Crores in the Extra Ordinary General Meeting held on 24^th January, 2024.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company Mr. Parth Shashikant Kakadiya, (DIN - 09545820), Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for the re-appointment.

Further, Mr. Rahul Prakash Khedekar was appointed as Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2024. Further, Mr. Rahul Khedekar is proposed to be appointed as Non-Executive Independent Director of the Company in the ensuing Annual General Meeting, subject to membersâ approval.

Ms. Riddhi Sidhpura resigned as Company Secretary of the Company w.e.f. 10^th January, 2024 and Mr. Avinash Sharma was appointed as Company Secretary of the Company w.e.f. 29^th March, 2024.

Other than the above, there has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same.

11. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March, 2024 to which these financial statements relates and the date of this report.

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

In accordance with the provisions of Section 149(7) of the Act, Mr. Sachin Shivaji Wagh, Mrs. Kinjal Bhavin Gandhi and Mr. Rahul Khedekar Independent Directors of the Company as on 31^st March, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Directorâs databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that both the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2023-24 a separate meeting of Independent Directors was held on 31^st March, 2024, without the presence of executive directors or management representatives and the following matters were discussed:

â¢ the performance of non-Independent directors and the Board as a whole;

â¢ the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

â¢ assess 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 their duties.

13. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process ofthe Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance 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. 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, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of Non-Independent Directors, Board as a whole and of the Chairman of the Board.

14. AUDITORS:

i) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act, M/s. B.K.G & Associates, Chartered Accountants (ICAI Firm Registration No. 114852W) are the Statutory Auditors of the Company, as per their appointment at the 30th AGM of the Company held on 30^th September, 2022, for a period of 5 (five) years.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07^th May, 2018.

M/s. B.K.G & Associates, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments.

ii) Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed to this report as âAnnexure Aâ.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Reply to concerns mentioned in the Secretarial Audit Report as below:

Sr. No.	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Deviations	Details of Violation	Fine Amount	Remarks	Management Response
1	Regulation 19 (1) & (2) SEBI (LODR) Regulations, 2015	The Company has received a mail dated 21^st August, 2023 from BSE Ltd. for noncompliance.	N o n -compliance w.r.t the chairperson of the NRC Committee. The chairperson of the listed company and NRC should not be the same	1,82,000/-plus taxes.	Company has filed wavier application.	Company was in compliance of the same. There is no non-compliance. However, due to ongoing in-principle activities, Company have paid this amount with an assurance from BSE to get refund.
2	Regulation 27 (2) SEBI (LODR) Regulations, 2015	Late submission for quarter ended June 2015	Delay in reporting to Stock Exchange (BSE) by 1 day for June 2015 Quarter	1,000/-	The Management has paid the penalty Amount of Rs. 1,000/-	Default by erstwhile management.
3	Regulation 33 SEBI (LODR) Regulations, 2015	Late submission for quarter ended March 2018	Delay in reporting to Stock Exchange (BSE) by 1 day.	5,000/-	The Management has paid the penalty Amount of Rs. 5,000/-.	Default by erstwhile management.
4	Regulation 34 SEBI (LODR) Regulations, 2015	Late submission for FY March 2015	Delay in reporting to Stock Exchange (BSE) by 31 days.	31,000/-	The Management has paid the penalty Amount of Rs. 31,000/-.	Default by erstwhile management.
5	Regulation 34 SEBI (LODR) Regulations, 2015	NonSubmission for FY March 2016	Delay in reporting to Stock Exchange (BSE) by 2431 days.	41,83,000/-	After various representations and wavier applications, the management has paid penalty amount of Rs. 2,62,000/-	Default by erstwhile management.

iv) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Mohan L Gupta & Associates, as the Internal Auditor of the Company for financial year 2023-2024.

The observations made in the Internal Auditorsâ Report are self-explanatory and therefore do not call for any further comments.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a âAnnexure Bâ.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31^stMarch, 2024 is available on the Companyâs website www.yogiltd.com

17. PARTICULARS OF LOANS, GUARANTEES. INVESTMENTS AND SECURITIES:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

18. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction (âRPTâ) Policy. All related party transactions (âRPTâ) entered into during the financial year 2023-24 were in accordance with the Companyâs RPT Policy and on an armsâ length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

19. BOARD MEETING

During the year under review, the Board met Fifteen (15) times on 18^th May 2023, 29^th May 2023, 2^nd June 2023, 12^th July 2023, 9^th August 2023, 12^th August 2023, 24^th August 2023, 2^nd November 2023, 22^nd December 2023, 18^th January 2024, 17^th February 2024, 21^st February 2024, 14^th March 2024, 20^th March 2024 and 29^thMarch 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

20. DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

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

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

21. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as a âAnnexure Câ.

A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

22. LISTING ON STOCK EXCHANGE

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2023-24. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companyâs Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companyâs website at the www.yogiltd.com

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

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance.

The Board has nothing to report under the head technology absorption.

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

25. DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

During the year under review, the Company had raised a total of Rs. 36,38,48,839/- (Rupees Thirty Six Crores Thirty Eight Lakhs Forty Eight Thousand Eight Hundred and Thirty Nine) by allotting Equity Shares and Convertible Warrants as per the details specified in Point no. 9 of the Report.

The funds were utilised by the Company for the purpose of strengthening the financial position, to meet working capital requirements and to augment the financial resources of the company or such other objects, as the Board may from time to time decide in the best interest of the Company.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) ofthe Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as âAnnexure Dâ to this Report.

28. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2024. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

29. DISCLOSURES AUDIT COMMITTEE

The Audit Committee comprises of Three Directors viz. Mrs. Kinjal Bhavin Gandhi, Mr. Sachin Shivaji Wagh and Mr. Ghanshyambhai Nanjibhai Patel. The constitution of the Audit Committee meets the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The terms of reference of the Audit Committee are in conformity with Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015. The brief terms of reference inter alia are as follows

â¢ Oversight of Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

â¢ Recommend to the Board, the appointment, reappointment, remuneration and terms of appointment of auditors of the Company and, if required, their replacement or removal.

â¢ Approve payment to statutory auditors for any other services rendered by them.

â¢ Review, with the management, the quarterly and annual financial statements and auditors report thereon before submission to the Board for approval.

â¢ Approve appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

â¢ Review and monitor the auditorâs independence, performance and effectiveness of audit process.

â¢ Review the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit, etc.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 4 (Four) Meetings were held on 18^th May 2023, 9^th August 2023, 2^ndNovember 2023 and 18^th January 2024.

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Mr. Sachin Shivaji Wagh	Chairman	Non-Executive Independent Director	4
2	Mrs. Kinjal Bhavin Gandhi	Member	Non-Executive Independent Director	4
3	Mr. Ghanshyambhai Nanjibhai Patel	Member	Managing Director	4

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three Non- Executive Directors, viz.

Mrs. Kinjal Bhavin Gandhi, Mr. Sachin Shivaji Wagh and Mr. Parth Shashikantbhai Kakadiya. The

constitution of the Committee meets the requirements of Section 178 of the Act and Regulation 19 of

the Listing Regulations, 2015.

i. Terms of Reference/Policy:

The terms of reference of the Nomination and Remuneration Committee are in conformity with Section

178 of the Act and Regulation 19 of the Listing Regulations, 2015. The terms of reference are as follows:

â¢ The Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration same is posted on the website of the company.

â¢ Determine the compensation package of the Executive Directors, Secretary and other senior management personnel.

â¢ Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

â¢ Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors.

â¢ Devise a policy on diversity of Board of Directors.

â¢ Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

â¢ Decide on whether to extend or continue the term of appointment of the Independent Directors, on the basis of the performance evaluation report of Independent Directors.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 2 (Two) Meetings were held on 9^th August 2023 and 18^th January

2024

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Mr. Sachin Shivaji Wagh	Chairman	Non-Executive Independent Director	2
2	Mrs. Kinjal Bhavin Gandhi	Member	Non-Executive Independent Director	2
3	Mr. Parth Shashikantbhai Kakadiya	Member	Non-Executive Director	2

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholdersâ Relationship Committee comprises of Four Directors viz Mrs. Kinjal Bhavin Gandhi, Mr. Sachin Shivaji Wagh, Mr. Ghanshyambhai Nanjibhai Patel and Mr. Parth Shashikantbhai Kakadiya. Mr. Avinash Sharma, Company Secretary is designated as the Compliance Officer of the Company. The constitution of the Stakeholdersâ Relationship Committee meets the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations, 2015.

i. TERMS OF REFERENCE

The Committee inter alia oversees the redressal of Member and investor complaints / requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Link Intime India Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports / statutory notices by the Members of the Company. The Committee meets as often as is necessary for resolution of important matters within its mandate.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 4 (Four) Meetings were held on 18^th May 2023, 9^th August 2023, 2^nd November 2023 and 18^th January 2024.

Sr. No.	Particulars	Designation	Category	No. of Meeting attended
1	Mr. Sachin Shivaji Wagh	Chairman	Non-Executive Independent Director	4
2	Mrs. Kinjal Bhavin Gandhi	Member	Non-Executive Independent Director	4
3	Mr. Ghanshyambhai Nanjibhai Patel	Member	Managing Director	4
4	Mr. Parth Shashikantbhai Kakadiya	Member	Non-Executive Director	4

30. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2023-24, Corporate Social Responsibility is not applicable to the company.

31. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted âInternal Complaints Committeeâ to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.

32. CODE OF CONDUCT

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading (âCode of Conductâ or âCodeâ) which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the work place, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code. The Code is available on website of the Company.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Companyâs operations in future.

However, BSE have imposed the SOP fine on the company for default by erstwhile management. Kindly refer to Point No. 14 (iii) of this report.

34. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

35. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

36. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

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

38. APPRECIATION

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers and bankers of the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

By Order the Board of Directors,

Date : 22^nd May, 2024 Sd/-

Place : Mumbai Avinash Sharma

Company Secretary & Compliance officer

Registered Office:

Yogi Limited

CIN: L70100MH1992PLC069958

B/404, The Capital, G-Block, Bandra Kurla Complex,

Behind ICICI Bank, Bandra East Mumbai 400051 Tel. No. 022-49428888 / 9930268888,

Email address: [email protected] Website: www.yogiltd.com

Mar 31, 2015

The Directors are pleased to present the Twenty Third Annual Report and Audited Accounts for the financial year ended 31st March, 2015.

I. FINANCIAL RESULTS

(Rs. In Lakhs)

Year Ended Year Ended 31.03.2015 31.03.2014

Revenue From operation 32.46 17.99

Other Income 2.76 0.41

Total Income from Operations 35.22 18.40

EBIDTA 0.03 (18.24)

Less: Depreciation 0.10 0.12

Interest 0.03 0.03

Taxation 0.00 0.00

Profit After Tax (0.10) (18.39)

II. DIVIDEND

In view of the accumulated losses, no dividend is recommended for the year under review.

III. TRANSFER TO RESERVES

In view of losses, no amount has been transferred to reserves.

IV. PERFORMANCE REVIEW

For the financial year under review the company has incurred a net loss of Rs. 9,588 /- as against a loss of Rs. 18, 38,824/- in previous year. Despite of uncertain demand conditions, given the global outlook and its likely contagion effect, the company has been able to minimize the loss at a considerable level. It is expected that with the favorable market conditions the Management is hopeful that in future the position is likely to improve in the coming years.

V. OUTLOOK

The company expects current year to be another year for Equities, mainly because Indian economy is expected to grow further and perform better than previous year. Better prospects for the Company as compared to last year are therefore, expected.

VI. SUBSIDIARIES AND JOINT VENTURES

The Company has no Subsidiary or Joint Venture.

VII. RISK AND CONCERNS

Company's performance is closely linked to Indian Capital Market & risks associated with market operations.

The value of company's investments may be affected generally by factors affecting capital markets, such as price and volume volatility, interest rates, currency exchange rates, foreign investment, changes in government policy, political economic or other developments, crude oil prices and economic performance overseas. Company believes that the long term growth stories of India remains intact though there would be several short term upheavals like crude oil prices, balance of payment and interest rates etc, although these are softening recently and expected to continue the same trend. Our performance in the fiscal year 2015-16 is subject to some of these factors on the Indian Capital Market.

VIII. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically ad- dressed through risk response strategies and mitigating actions. All risks including investments are reviewed in the meetings of the Board of Directors. Risks related to operations, compliances & systems are reviewed in detail by the Audit Committee.

IX. SEGMENT

The primary segment of the company is investment in capital market & allied services.

X. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

XI. CAUTIONARY STATEMENT

(The statement in the Board report and Management's Discussion & Analysis report reflects Company's objectives, expectations or predictions may be forward looking statement that involves risks and uncertainty. The company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Actual results, performance, or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on the date.)

XII. DIRECTORS

Shri Babulal Goyal Director of the company retires by rotation at the forthcoming Annual General Meeting in accordance with the provisions of the Companies Act, 2013 and being eligible, offers himself for the re- appointment.

Shri Jitendra Panchal (Director Identification No. 180386) had been appointed as Director of the Company on 23rd July, 2002. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made there under, Shri. Jitendra Panchal, is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation.

Shri Amilesh Rai (Director Identification No. 180419) had been appointed as Director of the Company on 24th December, 2004. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made there under, Shri. Amilesh Rai, is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation.

Your Directors recommend the appointment of Shri. Jitendra Panchal & Mr. Amilesh Rai as an Independent Director of the Company for a term of five consecutive years commencing from 28th September, 2015.

During the year under review Mr. S.Padmanabhan & Mrs. Saroj Narasimhan were appointed on 31.10.2014 & 31.07.2015 respectively in the board meetings as the additional director whose tenure expires at the ensuing Annual General Meeting & in respect of whom the Company has received notice in writing from the member along with the deposit of the requisite amount under section 160 of the act proposing their candidature for the office of the Directors of the Company. Your directors recommend their reappointment.

Further Mrs. Saroj Narasimhan has been appointed in compliance of Section 149(1) of the said Act and Clause 49 of the Listing Agreement, providing for appointment of a Woman director on the Board.

Their appointment as Independent Directors of the Company proposed to hold office for a term of 5 (five) years from the date of forthcoming Annual General Meeting and that they shall not be liable to retire by rotation.

The Company has received a declaration in terms of section 149(7) of the Act from all the Independent Directors conforming that they meet the criteria of Independence as provided in Section 149(6) of the Act and clause 49 of the Listing Agreement.

XIII. LISTING ON STOCK EXCHANGE

The Company has paid listing fees to Bombay Stock Exchange Limited for the Financial Year 2015-16 and the shares of the Company are traded at The Bombay Stock Exchange, (BSE) having nationwide terminals.

XIV. BOARD EVALUATION

Policy has been framed and reviewed by the Independent Directors. However, in view of the fact no major activity has been recorded for the year under review. The evaluation will be taken at the appropriate time.

XV. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

iii. That 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.

iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on 'going concern' basis.

v. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi. That the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

XVI. CORPORATE GOVERNANCE

The company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the listing agreement of the Stock Exchange. The Corporate Governance report for the financial year ended 31st

March, 2015 is annexed as Annexure 1 along with the Auditor's Certificate on its compliance

XVII. PARTICULARS OF EMPLOYEES

During the financial year, the Company had no employees on Company's rolls in receipt of remuneration attracting the provisions of section 197(12) of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

XVIII. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and the employees of the Company.

XIX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

The Board has nothing to report under this head as the Company is in the Financial Sector. However the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstances

XX. DEPOSITS

The Company has not accepted any deposit during the current financial year.

XXI. AUDITORS

1) Statutory Auditors

M/s N. B. Thakore & Co. Chartered Accountants, the Statutory Auditors of the company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under section 139(1) of the Companies Act, 2013.

2) Cost Auditors

Being a finance Company it is not applicable.

3) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed V Sundaram & Co, Com- pany Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure 2.

XXII. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

XXIII. RELATED PARTY TRANSACTIONS

There are materially no related party transactions made by the Company during the year.

XXIV. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements

XXV. RISK MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures.

XXVI. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013 read along with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is not required to form a Corporate Social responsibility Committee.

XXVII. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as required under section 92 (3) of the Act in form MGT- 9 is annexed as

Annexure 3.

XXVIII.REPORT ON MANAGEMENT DISCUSSION ANALYSIS

As required under the listing agreement with stock Exchanges ("Listing Agreement"), Management discussion and analysis is annexed as Annexure 4.

XXIX. AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2015.

XXX. GENERAL

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. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under any scheme save and ESOS.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

5. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, prohibition and Redressal) Act, 2013

XXXI. ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and wish to place on record their appreciation for the support and cooperation received by the Company from its Bankers, Share Holders and Employees and look forward to their continued support.

For & on behalf of the Board

Place: Mumbai

Date: 29th May, 2015 D.K. Goyal

(Chairman)

Mar 31, 2014

To the Members,

The Directors present the Twenty Second Annual Report with the Audited Accounts for the year ended 31 st March, 2014.

I. Financial Results

(Rs. In Lacs) Year Ended 31.3.2014 Year Ended 31.3.2013

Profit / (Loss) for the year before Depredation & Taxation (18.28) (9.77)

Less: Depreciation (0.11) (0.11)

Net Profit/(Loss) after tax (18.39) (9.88)

II. Dividend

In view of the accumulated losses, no dividend is recommended for the year under review.

IX. Directors

1. To appoint a Director in place of Shri. Devendra Kumar Goyal, Director of the company retires by rotation and being eligible, offer himself for re-appointment.

2. To appoint a Director in place of Shri, Amilesh Rai Director of the company retires by rotation and being eligible, offer himself for re-appointment.

A brief resume, expertise, shareholding in the company and details of other directorship of these Directors as stipu- lated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Report on Corporate Governance

X. Listed Stock Exchange

The Company has paid up to date listing fees to Bombay Stock Exchange Limited and the shares of the Company are traded at The Bombay Stock Exchange, (BSE) having nationwide terminals.

XI. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Respon- sibility Statement, it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended 31 st March, 2014 on ''going concern'' basis.

XII. Corporate Governance

The company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the listing agreement of the Stock Exchange. The Corporate Governance report for the financial year ended 31 st March, 2014 is annexed hereto along with the Auditor''s Certificate on its compliance.

XIH. Particulars of Employees

During the financial year, the Company had no employees on Company''s rolls in receipt of remuneration attracting the provisions of section 217 (2A) of the Companies Act, 1956.

XIV. Conservation of Energy, Technology Absorption etc.

The Board has nothing to report under this head as the Company is in the Financial Sector.

XV. Fixed Deposits

The Company has not accepted any deposit during the current financial year.

XVI. Auditors

M/s. N.B. Thakore & Co., Chartered Accountants, Auditors of the Company are retiring at the forthcoming Annual General Meeting & being eligible, have offered themselves for re-appointment.

XVII. Acknowledgement

Your Directors acknowledge with gratitude and wish to place on record their appreciation for the support and coopera- tion received by the Company from its Bankers, Share Holders and Employees and look forward to their continued support

For & on behalf of the Board

Place : Mumbai Date : 30th May, 2014 D.K. Goyal (Chairman)

Mar 31, 2013

To the Members,

The Directors present the Twenty First Annual Report with the Audited Accounts for the year ended 31st March, 2013.

I. Financial Results (Rs. In Lacs)

Year Ended Year Ended 31.3.2013 31.3.2012

Profit / (Loss) for the year before Depreciation & Taxation (9.77) (8.99)

Less: Depreciation (0.11) (0.11)

Net Profit/(Loss) after tax (9.88) (9.10)

II. Dividend

In view of the accumulated losses, no dividend is recommended for the year under review.

HI. Performance Review

For ttte financial year under review the company has incurred a net loss of Rs.9,87,590/- as against a loss of Rs. 9,10,819/- in previous year. During last year due to uncertain conditions like Rupee depreciated, inflationary pressure and higher rate of interest the stock market remains volatile. Liquidity conditions remained tight with the monetary policy focusing on controlling inflationary pressure. There was uncertainty about demand conditions given the global outlook and its tikeiy contagion effect; regulatory issues as well as sector specific factors have impacted investments in India.

IV. Outlook

Looking at these volatile conditions, company has incurred loss in the financial year. Economic and financial conditions may be expected to improve gradually. Investment growth is likely to respond accordingly in 2013-14 as Indian economy continues to be an attractive investment destination.

The company expects current year to be another year for Equities, mainly because Indian economy is expected to grow further and perform better than previous year. Better prospects for the Company as compared to last year are therefore, expected.

V. Risk and Concerns

Company''s performance is closely linked to Indian Capital Market & risks associated with market operations.

The value of company''s Investments may be affected generally by factors affecting capital markets, such as price and volume volatility, interest rates, currency exchange rates, foreign investment, changes in government policy, political economic or other developments, crude oil prices and economic performance overseas.

Company believes that the long term growth''story of India remains intact though there would be several short term upheavals like crude oil prices, balance of payment and interest rates etc, although these are softening recently and expected to continue the same trend. Our performance in the fiscal year 2013-14 is subject to some of these factors on the Indian Capital Market.

VI. Segment

The primary segment of the company is investment in capital market & allied services.

VII. Internal Control Systems and Adequacy

Adequate system of internal control is in place, which assures us of maintaining proper accounting records and reliability of financial information.

VHfc Cautionary Statement

(The statement in this report including Management''s Discussion & Analysis report reflects Company''s projec- tions, estimates, expectations or predictions & contains forward looking statement that involves risks and uncer- tainty. The company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Actual results, performance, or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cau- tioned not to place undue reliance on these forward looking statements that speak only of the expectations as on the date.)

IX. Directors

1. To appoint a Director in place of Shri Babulal Goyal, Director of the company retires by rotation and being eligible, offer himself for re-appointment

2. To appoint a Director in place of Shri. Rameshwar Dayal Goyal, Director of the company retires by rotation and being eligible, offer himself for re-appointment

A brief resume, expertise, shareholding in the company and details of other directorship of these Directors as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Report on Corporate Governance

X. Listed Stock Exchange

The Company has paid up to date listing fees to Bombay Stock Exchange Limited and the shares of the Com- pany are traded at The Bombay Stock Exchange, (BSE) having nationwide terminals.

XI. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31s* March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended 31a March, 2013 on ''going concern'' basis.

XII. Corporate Governance

The company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the listing agreement of the Stock Exchange. The Corporate Governance report for the financial year ended 31s1 March, 2013 is annexed hereto along with the Auditor''s Certificate on its compliance.

XIII. Particulars of Employees

During the financial year, the Company had no employees on Company''s rolls in receipt of remuneration attract- ing the provisions of section 217 (2A) of the Companies Act, 1956.

XIV. Conservation of Energy, Technology Absorption etc.

The Board has nothing to report under this head as the Company is in the Financial Sector.

XV. Fixed Deposits

The Company has not accepted any deposit during the current financial year.

VI. Auditors

M/s. N.B. Thakore & Co., Chartered Accountants, Auditors of the Company are retiring at the forthcoming Annual General Meeting & being eligible, have offered themselves for re-appointment.

VII.Acknowledgement

Your Directors acknowledge with gratitude and wish to place on record their appreciation for the support and cooperation received by the Company from its Bankers, Share Holders and Employees and look forward to their continued support

For & on behalf of the Board

Place: Mumbai

Dterte: 30st May, 2013 D.K. Goyal

Mar 31, 2012

The Directors present the Twentieth Annual Report with the Audited Accounts for the year ended 31st March. 2012

I. Financial Results

(In Lacs)

Year Ended Year Ended 31.3.2012 31.3.2011

Profit / (Loss) for the year before Depreciation & Tax Taxation (8.99) 3.25

Less : Depreciation

Provision for Income Tax (0.11) (0.11)

- (0.46)

Net Profit/(Loss) after tax (9.10) 2.68

II. Dividend

In view of the accumulated losses, no dividend is recommended for the year under review.

III. Performance Review

For the financial year under review the company has incurred a net loss of Rs.9,10,819/- as against a profit of Rs. 2,68,346/- in previous year. During last year due to uncertain conditions the stock market remains volatile. Liquidity conditions remained tight with the monetary policy focusing on controlling inflationary pressure. There was uncertainty about demand conditions given the global outlook and its likely contagion effect; regulatory issues as well as sector specific factors have impacted investments in India. Other contributory factors included an increase in interest rates to dampen high inflation and a slowdown in decision-making in various crucial areas.

IV. Outlook

Looking at these volatile conditions, company has incurred loss in the financial year. Economic and financial conditions can be expected to remain adverse for some time. Investment growth is likely to remain sluggish in 2012-13 as well, unless policy issues are addressed and there is a substantial pick up in the pace of implementation of economic reforms. However, India will continue to attract flow of investments but might be in moderation.

The company expects current year to be another year for Equities, mainly because Indian economy is expected to grow further and perform better than previous year. Better prospects for the Company as compared to last year are therefore, expected.

V. Risk and Concerns

Company's performance is closely linked to Indian Capital Market & risks associated with market operations.

The value of company's Investments may be affected generally by factors affecting capital markets, such as price and volume volatility, interest rates, currency exchange rates, foreign investment, changes in government policy, political economic or other developments, crude oil prices and economic performance overseas.

Company believes that the long term growth story of India remains intact though there would be several short term upheavals like crude oil prices and interest rates etc. Our performance in the fiscal year 2012-13 is subject to some of these factors on the Indian Capital Market.

VI. Segment

The primary segment of the company is investment in capital market & allied services.

VII. Internal Control Systems and Adequacy

Adequate system of internal control is in place, which assures us of maintaining proper accounting records and reliability of financial information.

VIII. Cautionary Statement

(The statement in this report including Management's Discussion & Analysis report reflects Company's projections. estimates, expectations or predictions & contains forward looking statement that involves risks and uncertainty. The company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise Actual results, performance, or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on the date.)

IX. Directors

1. To appoint a Director in place of Shri Jitendra K. Panchal, Director of the company retires by rotation and being eligible, offer himself for re-appointment

2. To appoint a Director in place of Shri. Amilesh Rai, Director of the company retires by rotation and being eligible, offer himself for re-appointment.

A brief resume, expertise, shareholding in the company and details of other directorships of these Director's as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Report on Corporate Governance

X. Listed Stock Exchange

The Company has paid up to date listing fees to Bombay Stock Exchange Limited and the shares of the Company are traded at The Bombay Stock Exchange, (BSE) having nationwide terminals.

XI. Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on 'going concern' basis.

XII. Corporate Governance .

The company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the listing agreement of the Stock Exchange. The Corporate Governance report for the financial year ended 31st March, 2012 is annexed hereto along with the Auditor's Certificate on its compliance.

XIII. Particulars of Employees

During the financial year, the Company had no employees on Company's rolls in receipt of remuneration attracting the provisions of section 217 (2A) of the Companies Act, 1956.

XIV. Conservation of Energy, Technology Absorption etc.

The Board has nothing to report under this head as the Company is in the Financial Sector.

XV. Fixed Deposits

The Company has not accepted any deposit during the current financial year.

XVI. Auditors

M/s. N.B Thakore & Co.. Chartered Accountants, Auditors of the Company are retiring at the forthcoming Annual General Meeting & being eligible, have offered themselves for re-appointment.

XVII. Acknowledgement

Your Directors acknowledge with gratitude and wish to place on record their appreciation for the support and cooperation received by the Company from its Bankers, Share Holders and Employees and look forward to their continued support.

For & on behalf of the Board

Place: Mumbai

Date: 30th May, 2012 D.K. Goyal

(Chairman)

Mar 31, 2010

The Directors present the Eighteenth Annual Report with the Audited Accounts for the year ended 31st March, 2010.

I. Financial Results (Rs.in Lacs)

Year Ended Year Ended 31.3.2010 31.3.2009

Profit / (Loss) for the year before

Depreciation & Taxation 5.87 (24.33)

Less : Depreciation (0.11) (0.11)

Provision for Income Tax (0.26) -

Provision for Fringe Benefit Tax - (0.01)

Net Profrt/(Loss) after tax 5.49 (24.45)

II. Dividend

In view of the accumulated tosses, no dividend is recommended for the year under review.

III. Performance Review

For the financial year under review the company has recorded a net profit of Rs. 5,49,646/- as against a loss of 24,45,314/- in previous financial year. The turnaround in profits was primarily on account of easing in global recession resulting in to out performance by industries at large.

IV. Outlook

As compared to in previous year company has performed well and expect to maintain the growth in coming years too, growth target set by government is 8 to 9% which is seems to be achievable. Your company will also participate for set growth of the economy and is expect to deliver results accordingly.

V. Risk and Concerns

Companys performance is closely linked to Indian Capital Market & risks associated with market operations.

The value of companys Investments may be affected generally by factors affecting capital markets, such as price and volume volatility, interest rates, currency exchange rates, foreign investment, changes in government policy, political economic or other developments, crude oil prices and economic performance overseas.

Company believes that the long term growth story of India remains intact though there would be several short term upheavals like crude oil prices and interest rates etc/ Our performance in the fiscal year 2010-11 is subject to some of these factors on the Indian Capital Market.

VI. Segment

The primary segment of the company is investment in capital market & allied services.

VII. Internal Control Systems and Adequacy

Adequate system of internal control is in place, which assures us of maintaining proper accounting records and reliability of financial information.

VIII. Cautionary Statement

(The statement in this report including Managements Discussion <5 Analysis report reflects Companys projections, estimates, expectations or predictions & contains forward looking statement that involve risks and uncertainty. The company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Actual results, performance, or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on the date.)

IX. Directors

1. To appoint a Director in place of Shri Babulal Goyal, who retires by rotation, and being eligible, offers himself for reappointment

2. To appoint a Director in place of Shri Amilesh Rai, who retires by rotation, and being eligible, offers himself for reappointment.

A brief resume, expertise, shareholding in the Company and details of other directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Report on Corporate Governance

X. Listed Stock Exchange

The Compeny has paid up to date listing fees to Bombay Stock Exchange Limited and the shares of the company are traded at Bombay Stock Exchange, (BSE) having nationwide terminals.

XI. Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i). That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii). That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review.

(iii). That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv). That the Directors have prepared the accounts for the financial year ended 31st March 2010 on going concern basis.

XII. Corporate Governance

The company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the listing agreement of the Stock Exchange. The Corporate Governance report for the financial year ended 31st March, 2010 is annexed hereto along with the Auditors Certificate on its compliance.

XIII. Particulars of Employees

During the financial year, the Company had no employees on Companys rolls in receipt of remuneration attracting the provisions of section 217 ,(2A) of the Companies Act, 1956.

XIV. Conservation of Energy, Technology Absorption etc.

The Board has nothing to report under this head as the Company is in the Financial Sector.

XV. Fixed Deposits

The Company has not accepted any deposit during the current financial year.

XVI. Auditors

M/s. N.B. Thakore & Co., Chartered Accountants, Auditors of the Company are retiring at the forthcoming Annual General Meeting & being eligible, have offered themselves for re-appointment.

XVII. Acknowledgement

Your Directors acknowledge with gratitude and wish to place on record their appreciation for the support . and cooperation received by the Company from its Bankers, Share Holders and Employees and look forward to their continued support.

For & on behalf of the Board

Place: Mumbai

Date : 27th May 2010 D.K. Goyal

(Chairman)

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