Neetu Yoshi Ltd Directors Report

Dear Stakeholders,

The Board of Directors of Neetu Yoshi Limited ("the Company") hereby present the Boards Report outlining the business performance of the Company together with the audited financial statements for the financial year ended March 31,

2026.

1. Company Overview

The Company was incorporated on 20th January, 2020. The Company is a metallurgical engineering company engaged in the business of manufacturing customized products in different grades of ferrous metallurgical products, majorly involved in metal fabrication and casting of Bogie Components, Locomotive Components & Railway track Components. The Companys product portfolio covers different grades of mild steel, spheroidal graphite iron, cast iron and manganese steel. The Company is a RDSO certified vendor for manufacturing and supply of casting products for Indian Railways, and is ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 accredited.

The Company combines modern manufacturing technology and engineering expertise with cost-efficient processes to deliver quality products at competitive prices. During the year, the Company continued to strengthen its manufacturing infrastructure, including the setting up of a new manufacturing unit funded substantially out of the proceeds of its Initial Public Offer ("IPO").

2. Financial Statements and Highlights of Performance

The financial performance (Standalone & Consolidated) of the Company for the financial year ended 31 st March, 2026 is summarised below:

Particulars	Standalone Year ended	Standalone Year ended	Consolidated Year ended	Consolidated Year ended
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations	9,823.73	7,019.89	9,834.69	7,059.12
Other Income	326.17	22.03	324.43	21.81
Total Revenue	10,149.90	7,041.92	10,159.12	7,080.93
Total Expenses	7,132.39	5,037.43	7,142.99	5,063.05
Profit before tax	3,017.51	2,004.49	3,016.13	2,017.88
Tax Expenses	515.19	369.07	514.78	372.57
Profit for the year	2,502.32	1,635.42	2,501.34	1,645.32

3. Review of Standalone Business Operations

The Company has reported standalone Revenue from Operations of 9,823.73 lakhs for the current year as compared to 7,019.89 lakhs in the previous year, registering healthy growth driven by higher volumes and realisations. The Company recorded a net Profit after tax of 2,502.32 lakhs during the year, as against a net profit of 1,635.42 lakhs in the previous year.

4. Transfer to Reserves

The Board of Directors has not appropriated or transferred any amount to any Reserve during the year and has decided to retain the entire amount in the Profit and Loss account (Retained Earnings).

5. Change in the Nature of Business of the Company

The Company did not undergo any change in the nature of its business during the year under review.

6. Dividend

With a view to conserve resources for the Companys ongoing capital expenditure programme, including the setting up of its new manufacturing unit, and to augment working capital, your Directors have not recommended any dividend, including interim dividend, for the year under review.

7. Outlook

Details on the Companys strategic direction, opportunities and growth initiatives, including utilisation of IPO proceeds towards capacity expansion, are discussed in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

8. Share Capital

During the financial year 2025-26, the authorised share capital of the Company remained unchanged at 25,00,00,000 (Rupees Twenty Five Crores) consisting of 5,00,00,000 Equity Shares of 5 each.

Initial Public Offer (IPO):

During the year under review, the Company completed its maiden Initial Public Offer (IPO) comprising a fresh issue of 1,02,72,000 Equity Shares of face value of 5.00 each at an issue price of 75 per share (including a share premium of 70 per share), aggregating to 7,704.00 Lakhs. Pursuant to the IPO, the Equity Shares of the

Company were listed on BSE Limited ("BSE") with effect from July 04, 2025.

Consequent to the allotment of shares pursuant to the IPO, the issued, subscribed and paid-up share capital of the Company increased from 14,27,03,000 (2,85,40,600 Equity Shares of 5 each) as at March 31, 2025 to 19,40,63,000 (3,88,12,600 Equity Shares of 5 each) as at March 31, 2026.

Particulars	No. of Shares	Amount
		( in Lakhs)
Shares outstanding at the beginning of the year	2,85,40,600	1,427.03
Shares issued during the year by way of IPO	1,02,72,000	513.60
Shares outstanding at the end of the year	3,88,12,600	1,940.63

Utilisation of IPO Proceeds:

The gross proceeds from the fresh issue aggregated 7,704.00 Lakhs, out of which 804.91 Lakhs was utilised towards issue-related expenses, leaving net proceeds of 6,899.09 Lakhs available for utilisation. The utilisation of the net proceeds as on March 31, 2026 is summarised below:

Particulars	Amount to be utilised as per Prospectus	Utilised up to 31.03.2026	Unutilised as on 31.03.2026
General corporate purposes	1,820.72	1,820.60	0.12
Setting up a new Manufacturing Unit	5,078.37	3,946.65	1,131.72
Total	6,899.09	5,767.25	1,131.84

Save and except the above, there was no other change in the issued, subscribed and paid-up share capital of the Company during the year under review, and there was no change in the Authorised Share Capital of the Company during the year.

9. Alteration of Memorandum and Articles of Association

There was no alteration made to the Memorandum of Association or the Articles of Association of the Company during the year under review, other than such alterations as were necessary and undertaken to facilitate the IPO in accordance with applicable law.

10. Listing of Equity Shares

Pursuant to the Initial Public Offer, the Equity Shares of the Company were listed on BSE Limited with effect from July 04, 2025, further building on the Companys earlier listing journey and marking a significant milestone in its growth. Your Directors place on record their appreciation for the contribution of the IPO team and thank the Companys investors, clients and business partners for the confidence reposed in the Company.

11. Listing Fees

The Company has paid the requisite Annual Listing Fees for the year 2025-26 to BSE Limited, where its securities are listed.

12. Buy Back of Securities

The Company has not bought back any of its securities during the period under review.

13. Sweat Equity

No Sweat Equity Shares were issued during the period under review.

14. Bonus Shares

No Bonus Shares were issued by the Company during the year under review.

15. Disclosure about ESOP

No shares were issued under any Employee Stock Option Plan during the period under review.

16. Statutory Auditors

M/s Bagaria & Co. LLP, Chartered Accountants (Firm Registration No. 113447W/W-100019), continue to hold office as Statutory Auditors of the Company, pursuant to their appointment at the Annual General Meeting held on 30th September, 2024 for a term of five years, until the conclusion of the Annual General Meeting to be held in the year 2029. There has been no change in the Statutory Auditors during the year under review.

17. Explanation(s)/Comment(s) to Qualifications, Reservations, Adverse Remarks & Disclaimers made by the

Statutory Auditors

The Board has duly examined the Statutory Auditors report on the accounts, which is self-explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report for the year under review. During the year, the Auditors did not report any matter under Section 143(12) of the Companies Act,

2013.

18. Secretarial Auditor & Report

In terms of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed a Secretarial Auditor to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report is annexed as "Annexure-III" to this Report.

19. Appointment of Cost Auditor

The provisions of Section 148 of the Act relating to the appointment of a cost auditor are not applicable to the

Company.

20. Maintenance of Cost Records

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, the Company is not required to maintain cost records.

21. Internal Audit

The Company continues to evaluate the applicability of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 relating to the requirement of an internal auditor, having regard to the growth in its scale of operations, including its recently completed IPO.

22. Directors & Key Managerial Personnel

The composition of the Board of Directors and Key Managerial Personnel of the Company as at the end of the financial year, and changes therein during the year, are as follows:

Sr. No.	Name	Designation	Remarks
1	Mr. Himanshu Lohia	Managing Director & CFO	Continuing
2	Mr. Subodh Lohia	Whole-time Director	Continuing
3	Mrs. Saundarya Lohia	Non-Executive Director	Continuing
4	Mr. Kumar Sharat Chandra	Independent Director	Continuing
5	Mrs. Jyoti Sudhir	Independent Director	Continuing
6	Mr. Pranjul Gupta	Company Secretary	Ceased w.e.f. August 11, 2025
7	Ms. Anshu Singh	Company Secretary	Appointed w.e.f. December 8, 2025

23. Independent Directors

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors, namely Mr. Kumar Sharat Chandra and Mrs. Jyoti Sudhir, has confirmed to the Company that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent

Directors fulfil the conditions specified in the Act and the rules made thereunder and are independent of the management.

24. Internal Control, Internal Financial Control & Risk Management Internal Control

The Company has a robust system of internal control, commensurate with the size and nature of its business and the complexity of its operations, including preparation and monitoring of annual budgets, an integrated ERP system, a documented authorisation matrix and adequate insurance of the Companys assets.

Internal Financial Control

The Directors have overall responsibility for ensuring that the Company has implemented a robust framework of internal financial controls, comprising entity-level policies, process controls, IT General Controls and Standard

Operating Procedures.

Risk Management

Risk management continues to be an integral part of the Companys operations. The Companys risk management framework, as also described in Note 39 (Financial Risk Management) to the Standalone Financial Statements, addresses credit risk, liquidity risk, market risk and interest rate risk, and is designed to manage risk without adversely impacting the Companys growth, while ensuring compliance with regulatory requirements.

25. Extract of Annual Return

The Annual Return of the Company as on March 31, 2026 in Form MGT-7, in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.neetuyoshi.com/.

26. Particulars of Contracts or Arrangements with Related Parties

Particulars of contracts or arrangements with Related Parties referred to in Section 188 of the Companies Act, 2013, as prescribed in Form No. AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Annexure-II to this Report. Details of related party transactions during the year, including remuneration, sitting fees, rent, facility service charges, hire charges, loans and CSR contributions, are set out in Note 34 to the Standalone Financial Statements and Note 35 to the Consolidated Financial Statements.

27. Meetings of the Board

During the financial year ended 31 st March, 2026, the Board of Directors met 12 (Twelve) times, on 04th April 2025, 21st May 2025, 24th May 2025, 06th June 2025, 19th June 2025, 02nd July 2025, 28th July 2025, 06th September 2025, 09th October 2025, 04th November 2025, 08th December 2025 and 27th March 2026. The maximum interval between any two consecutive meetings did not exceed 120 days, and the necessary quorum was present at all the meetings. The attendance of the Directors at the Board Meetings held during the year under review is as under:

Sr. No.	BM No.	Date of Meeting	Himanshu Lohia	Subodh Lohia	Saundarya Lohia	Kumar Sharat Chandra	Jyoti Sudhir
1	BM 01	04-04-2025	Yes	Yes	Yes	No	Yes
2	BM 02	21-05-2025	Yes	Yes	Yes	No	Yes
3	BM 03	24-05-2025	Yes	Yes	Yes	Yes	Yes
4	BM 04	06-06-2025	Yes	Yes	Yes	No	Yes
5	BM 05	19-06-2025	Yes	Yes	Yes	Yes	Yes
6	BM 06	02-07-2025	Yes	Yes	Yes	Yes	Yes
7	BM 07	28-07-2025	Yes	Yes	Yes	Yes	No
8	BM 08	06-09-2025	Yes	Yes	Yes	No	Yes
9	BM 09	09-10-2025	Yes	Yes	Yes	Yes	No
10	BM 10	04-11-2025	Yes	Yes	Yes	Yes	No
11	BM 11	08-12-2025	Yes	Yes	Yes	Yes	No
12	BM 12	27-03-2026	Yes	Yes	Yes	No	Yes
	Total Meetings Attended		12	12	12	7	8

Note: Yes denotes presence and No denotes absence at the relevant meeting.

28. Corporate Social Responsibility

The Companys CSR obligation for the year, computed in accordance with Section 135 of the Companies Act, 2013, amounted to 23.84 Lakhs (previous year 10.56 Lakhs), the entirety of which was spent during the year (nil shortfall) primarily on activities in the areas of Health and Education, largely through Neetu Lohia Foundation, an entity in which a Director has significant influence. The Annual Report on CSR activities is enclosed as "Annexure-

IV" and forms part of this Report.

29. Vigil Mechanism

The Vigil Mechanism provides for adequate safeguards against victimisation of persons who use the Vigil Mechanism, and direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Audit Committee oversees the functioning of the Vigil Mechanism.

30. Particulars of Loans Given, Investments Made, Guarantees Given and Security Provided

Pursuant to Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, particulars relating to loans, guarantees and investments, including the loan of 34.72 Lakhs to the Companys subsidiary, Neetus Delight Private Limited, are set out in the Notes to the Financial Statements forming part of this

Annual Report.

31. Subsidiary & Associate Company

Pursuant to the first proviso to sub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary is given in Form No. AOC-1 as Annexure-I. The Company has the following subsidiary as on 31st March, 2026:

S. No.	Name of the Company	Relation	Holding %	Change during the year
1	Neetus Delight Private Limited	Subsidiary Company	60.00%	NA

32. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo I. Conservation of Energy & Technology Absorption

The Company remains conscious of its responsibility to conserve energy and continues to adhere to all applicable regulatory requirements and guidelines, including the use of energy-efficient electrical equipment, LED fittings, and minimal usage of paper.

II. Research & Development

The Company did not undertake any specific research and development activity during the year but continues to strive to maintain the highest standards of quality.

III. Foreign Exchange Earnings and Outgo

The Company had foreign currency denominated trade receivables and trade payables outstanding as at the year end as disclosed in the Foreign Currency Risk note to the Financial Statements.

33. Statement pursuant to Section 197(12) of the Companies Act, 2013

The statement containing the names of the top ten employees in terms of remuneration drawn and other particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure V, forming part of this Report.

34. Material Changes between the Date of the Board Report and End of Financial Year

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the Balance Sheet relates and the date of this Report, other than those already disclosed herein.

35. Management Discussion and Analysis (MD&A) Report

Pursuant to Part B of Schedule V read with Regulation 34(3) of the Listing Regulations, the Management Discussion and Analysis capturing the Companys performance, industry trends and other material changes is provided in a separate section forming part of this Annual Report.

36. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the year under review, there were no significant or material orders passed by the regulators, courts or tribunals impacting the going concern status or future operations of the Company.

37. Loans from Directors

During the year under review, the Company has not availed any fresh loans from its directors.

38. Remuneration/Commission drawn from Subsidiary Companies

During the year under review, none of the Directors received any remuneration or commission from the subsidiary company.

39. Deposits

As on March 31, 2026, the Company has not accepted any deposits from the public under Section 73 of the

Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

40. One-Time Settlement

During the year under review, the Company has not entered into any one-time settlement with banks or financial institutions.

41. Committees of the Board of Directors

The Company has duly constituted the following mandatory Committees in terms of the Act and the Listing Regulations: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship

Committee; and (d) Corporate Social Responsibility Committee.

(a) Audit Committee

The Audit Committee of the Company comprises the following members as on the end of the year:

Sr. No.	Name	Designation	Directorship
1	Jyoti Sudhir	Chairperson	Independent Director
2	Saundarya Lohia	Member	Non-Executive Director
3	Kumar Sharat Chandra	Member	Independent Director

During the year under review, the Audit Committee met 6 (Six) times, on 24th May 2025, 19th June 2025, 02nd July 2025, 28th July 2025, 09th October 2025 and 04th November 2025. All recommendations made by the Audit Committee to the Board were accepted. The attendance of the members at these meetings was as under:

Sr. No.	Date of Meeting	Jyoti Sudhir (Chairperson)	Saundarya Lohia	Kumar Sharat Chandra
1	24-05-2025	Yes	Yes	Yes
2	19-06-2025	Yes	Yes	Yes
3	02-07-2025	Yes	Yes	Yes
4	28-07-2025	No	Yes	Yes
5	09-10-2025	No	Yes	Yes
6	04-11-2025	No	Yes	Yes
	Total Meetings Attended	3	6	6

(b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises the same members as the Audit Committee, namely Jyoti Sudhir (Chairperson), Saundarya Lohia (Member) and Kumar Sharat Chandra (Member). The Nomination and Remuneration Policy of the Company is available on the Companys website. During the year under review, the Nomination and Remuneration Committee met 1 (One) time, on 08th December 2025. The attendance of the members at the said meeting was as under:

Sr. No.	Date of Meeting	Jyoti Sudhir (Chairperson)	Saundarya Lohia	Kumar Sharat Chandra
1	08-12-2025	No	Yes	Yes
	Total Meetings Attended	0	1	1

(c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises the same members as the Audit Committee, namely Jyoti Sudhir (Chairperson), Saundarya Lohia (Member) and Kumar Sharat Chandra (Member).

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee constituted under Section 135 of the Companies Act, 2013 comprises Jyoti Sudhir (Chairperson), Saundarya Lohia (Member) and Kumar Sharat Chandra (Member).

During the year under review, the Committee met 1 (One) time, on 06th September 2025. The attendance of the members at the said meeting was as under:

Sr. No.	Date of Meeting	Jyoti Sudhir (Chairperson)	Saundarya Lohia	Kumar Sharat Chandra
1	06-09-2025	Yes	Yes	Yes
	Total Meetings Attended	1	1	1

During the year under review, no meeting of the Stakeholders Relationship Committee was required to be held, no investor complaint having been received during the year.

42. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the SEBI

(Prohibition of Insider Trading) Regulations, 2015, as amended. The Company Secretary is designated as the

Compliance Officer for monitoring adherence to the said Regulations. The Code is available on the Companys website at https://www.neetuyoshi.com/.

43. Details of Application made or Proceeding Pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made by the Company and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. Maternity Benefit Compliance

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961 and extends all applicable benefits to eligible women employees as per statutory requirements.

45. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to providing a safe and conducive work environment to its employees and has constituted an Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint has been received during the financial year ended March 31, 2026. a. Number of complaints filed during the financial year: NIL b. Number of complaints disposed of during the financial year: NIL c. Number of complaints pending as on end of the financial year: NIL

46. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that, in the preparation of the annual accounts for the year ended 31st March, 2026:

? the applicable accounting standards have been followed along with proper explanation relating to material departures;

? the directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the year;

? the directors have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; ? the directors have prepared the annual accounts on a going concern basis; ? the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and ? the directors have laid down internal financial controls, which are adequate and operating effectively.

47. Board Evaluation

Pursuant to the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and the Companys corporate governance guidelines, an annual performance evaluation of the Board, its Committees and individual Directors was undertaken, led by the Chairman of the Nomination and Remuneration Committee, considering attendance, acquaintance with the business, core competencies and effectiveness of processes, among other criteria.

48. Secretarial Standards

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and

Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI"), as amended from time to time.

49. Acknowledgements

The Directors wish to place on record their deep appreciation to the Central and State Governments and their respective Departments, the shareholders, suppliers, contractors and customers for their trust and confidence, and to the Companys employees for their continued support and contribution to the Companys growth.

For NEETU YOSHI LIMITED
Himanshu Lohia	Subodh Lohia
Managing Director & CFO	Whole Time Director
DIN: 08564450	DIN: 08564451
Place: Dehradun	Place: Dehradun
Date: September 8, 2026
Place: Dehradun