Neetu Yoshi Ltd Directors Report

Dear Stakeholders,

The Board of Directors of Neetu Yoshi Limited ("the Company") hereby present the Boards Report outlining business performance of the Company together with the audited financial statements for the financial year ended March 31, 2025.

1. Company overview

The Company was incorporated in 2020. The Company is a metallurgical engineering company engaged in the business of manufacturing of customized products in different grades of ferrous metallurgical products. The Company product portfolio covers different grades of mild steel, spherical graphite iron, cast iron and manganese steel, from as small as 0.2 Kgs to 500 Kgs finished metallurgical products. The Company is a RDSO certified vendor for manufacturing and supply of over 25 casting products for Indian Railways. The Company is also ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 accredited company which certifies our quality management, environmental management, and occupational health & safety management system respectively, employed by us in our manufacturing facility. The Company combine modern manufacturing technology and engineering expertise with cost efficient processes, to deliver quality products at competitive prices. Our manufacturing operations are strengthened by our technical capabilities, infrastructure, and process knowledge.

2. Financial Statement and highlights of performance

The financial performances (Standalone & Consolidated) of the Company for the financial year ended 31st March, 2025 are summarized below:

(Amount in Lakhs)

Particulars	Standalone Year ended 31.03. 2025	Standalone Year ended 31.03.2024	Consolidated Year ended 31.03. 2025	Consolidated Year ended 31.03.2024
Revenue from Operations	7019.89	4722.83	7059.12	4733.42
Other Income	22.03	11.94	21.81	11.94
Total Revenue	7041.92	4734.77	7080.93	4745.36
Total Expenses	5037.43	3220.26	5063.05	3226.85
Profit/(Loss) before tax from continued	2004.49	1514.51	2017.88	1518.51
Tax Expenses for continued operations	369.07	259.70	372.56	260.81
Profit/(Loss) for the year	1635.42	1254.81	1645.32	1257.70
Other Comprehensive Income	0.95	-	0.95	-
Total Comprehensive Income for the Year	1636.38	1254.81	1646.27	1257.70
Basic Earnings per share (in Rs.)	5.82	7.38	5.84	7.39
Diluted Earnings per share (in Rs.)	5.82	7.38	5.84	7.39

3. Review of Standalone Business Operations

The company has reported standalone Revenue of Rs. 7019.89 lakhs from operations for the current year as compared to Rs. 4722.83 lakhs in the previous year, The Company recorded a net Profit after tax amount to Rs. 1635.42 lakhs in comparison with net profit of Rs. 1254.82 lakhs in the previous year.

4. Transfer to Reserves

The Board of Directors has not appropriated and transferred any amount to any Reserve and the Board has decided to retain the entire amount in the Profit and Loss account.

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

To strengthen the financial position of the Company and to augment working capital, your directors did not declare any dividend, including interim dividend.

7. Share Capital a) The Authorized Share Capital of the Company is Rs. 25,00,00,000 /- (Rupees Twenty-Five Crore Only) During the year under review, there was following change occurred in Authorised share capital of the Company: Sub-division of Equity Shares:

Pursuant to the shareholders resolution dated May 30, 2024, each Equity Share of face value of ?10 was subdivided into 2 Equity Shares of ?5 each. Consequently, the authorised share capital of ?25,00,00,000 divided into 2,50,00,000 Equity Shares of ?10 each was reclassified into 5,00,00,000 (Five crore) Equity Shares of ?5 each.

b) Issued, Subscribed, and Paid-up Equity Share Capital is Rs. 14,27,03,000/- (Rupees Fourteen Crore Twenty-Seven Lakh and Three Thousand Only).

During the financial year 2024-25, the Company made the following changes in its share capital: Bonus Issue:

On May 24, 2024, the Company issued 97,07,000 Equity Shares of ?10 each as fully paid bonus shares in the ratio of 25 Equity Shares for every 10 Equity Shares held, increasing the paid-up share capital to ?13,58,98,000.

Sub-division of Shares:

Pursuant to the shareholders resolution dated May 30, 2024, each Equity Share of face value of ?10 was subdivided into 2 Equity Shares of ?5 each. Consequently, the issued, subscribed and paid-up share capital of ?13,58,98,000 divided into 1,35,89,800 Equity Shares of ?10 each was reclassified into 2,71,79,600 Equity Shares of ?5 each.

Private Placement:

On July 19, 2024, the Company allotted 13,61,000 Equity Shares of face value ?5 each at a price of ?62 per share (including premium) by way of private placement, thereby increasing the paid-up share capital to ?14,27,03,000 divided into 2,85,40,600 Equity Shares of ?5 each.

Summary of Share Capital

Authorized Share Capital (after change)
5,00,00,000 Equity Shares of ?5 each	Rs. 25,00,00,000 /-
Paid-up Capital at the beginning of the year	Rs. 3,88,28,000/-
Bonus Issue (25:10)	Rs. 9,70,70,000/-
Paid-up Capital after Bonus Issue	Rs. 13,58,98,000/-
Authorized Share Capital (after change)
Subdivision of Shares from Face Value of Rs. 10 each to Rs. 5 each	Rs. 13,58,98,000/-
(2,71,79,600 Equity Shares of Rs. 5 each)
Private Placement of Equity Shares	Rs. 68,00,500/-
Paid-up Capital after Private Placement	Rs. 14,27,03,000/-

8. Alteration of Memorandum and Articles of Association

During the year under review, the following changes were made in the Memorandum of Association of the Company:

1. Change of Name:

Pursuant to the special resolution passed by the shareholders and approval received from the Registrar of Companies, Clause I of the Memorandum of Association was amended to reflect the change in the name of the Company from "Neetu Yoshi Private Limited" to "Neetu Yoshi Limited", consequent upon conversion of the Company from a private limited company to a public limited company, with effect from March 9, 2024.

2. Alteration of Authorised Share Capital:

Pursuant to the approval of shareholders, the Authorised Share Capital of the Company was reclassified on May 30, 2024, from ?25,00,00,000 (Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of ?10 each to ?25,00,00,000 (Rupees Twenty Five Crores) divided into 5,00,00,000 (Five Crores) Equity Shares of ?5 each, in line with the sub-division of equity shares of the Company.

9. Initial Public Offer (IPO) & Listing of Shares on Bombay Stock Exchange

We are delighted to announce that, your Companys shares were listed on the BSE Limited (BSE SME) on July 04, 2025 under the trading symbol "NEETUYOSHI" marking a significant milestone in our growth journey.

Your directors have placed on record their appreciation for the contributions made by the entire IPO team, with all the dedication, diligence and commitment that led to the successful listing of the Companys equity shares.

Furthermore, the success of the IPO reflects the trust and faith reposed in the Company by its investors, clients and business partners. Your directors thank them for their confidence in the Company.

Securities	Name of the stock exchange	Address
Equity Shares	BSE Limited (BSE)	PhirozeJeejeebhoy Towers,
ISIN: INE0UZO01024	Scrip Code - 544434	DalalStreet, Mumbai – 400 001

10. Dematerialisation of Shares

As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paid up capital of the Company. The Company ISIN No. is INE0UZO01024. M/s. Skyline Financial Services Pvt. Ltd, is the Registrar and Share Transfer Agent of the Company and handles investors related matters under the supervision of the Company

11. Listing Fees

Your Company has paid the requisite Annual Listing Fees for the Year 2024-25 to the Bombay Stock Exchange of India 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. Disclosure about ESOP

No ESOP Shares were issued during the period under review.

15. Auditors a) Statutory Auditors & Audit Report

M/s Bagaria & Co. LLP, Chartered Accountants, (Firm Registration Number - 113447W/W-100019) were appointed as Statutory Auditors of the Company at Annual General Meeting held on 30th day of September, 2024 for a term of five years till the conclusion of the Annual General Meeting to be held in the year 2029.

The Company has received a certificate from M/s. Bagaria & Co. LLP, Chartered Accountants, (Firm Registration Number - 113447W/W-100019), have confirmed that if appointed in the ensuing AGM, their appointment shall be within the limit prescribed under the Section 141 of the Companies Act, 2013 and that they are not disqualified from being appointed as Auditors of the Company. Explanation(s) / comment(s) to qualifications, reservations, adverse remarks & disclaimers made by the statutory auditors: The Board has duly examined the statutory auditors report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the notes forming part of the annual accounts. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

b) Secretarial Auditor & Report

In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed Ravi Shankar and Associates, Company Secretaries, as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial

Year 2024-25. The Secretarial Audit Report issued by them is annexed as "Annexure-III" to the Boards Report.

The Secretarial Auditors Report does not contain any qualifications, reservations, adverse remarks, or disclaimer.

c) Cost Auditor

The provision of section 148 of the Act relating to Appointment of cost auditor are not applicable to the Company.

d) Internal Audit

The provision of section 138 of the Companies Act, 2013 read with Rules 13 Companies Required to Appoint Internal Auditor the Companies (Accounts) Rules, 2014 relating to internal audit were not applicable to the Company during the financial Year 2024-25.

16. Maintenance of Cost Records

Pursuant to Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, company is not required to maintain cost records.

17. Directors & Key Managerial Personnel

As on March 31, 2025, the Company has five (5) Directors of which comprising of two (2) Executive Directors, one (1) Non-Executive Director and two (2) Independent Directors, including one (1) Woman Directors. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Himanshu Lohia (DIN: 08564450), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his reappointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Mr. Himanshu Lohia, will be given in the Notice convening the AGM for reference of the shareholders.

The composition of board of directors and KMP of your company at the end of the financial year and changes during the financial year is as follows:

Name	Designation	Date of appointment	Change in designation during the year
1. Mr. Himanshu Lohia	Managing Director & CFO	20/01/2020	30/07/2024
2. Mr. Subodh Lohia	Whole Time Director	20/01/2020	30/07/2024
3. Mrs. Jyoti Sudhir	Independent Director	09/03/2024	-
4. Mr. Kumar Sharat Chandra	Independent Director	24/05/2024	-
5. Mrs. Saundarya Lohia	Director	30/07/2024	-
6. Mr. Pranjul Gupta	Company Secretary	03/08/2024	-

Mr. Kumar Sharat Chandra has been appointed as independent director w.e.f 24th May, 2024. Mrs. Saundarya Lohia has been appointed as non-executive director w.e.f 30th July, 2024. Mr. Pranjul Gupta, Company Secretary has been resigned w.e.f 11th August, 2025.

18. Declarations By Independent Directors

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets 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 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

19. Meeting of the Independent Directors

During financial year 2024-2025, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on 26-03-2025. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

20. 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 complexity of its operations.

The Company has a proper and adequate system of internal control. Some significant features of the internal control systems are:

- Preparation of annual budgets and its regular monitoring

- Control over transaction processing and ensuring integrity of accounting system by deployment of integrated ERP system

- Well documented authorisation matrix, policies, procedures and guidelines covering all important operations of the company

- Adequate insurance of companys assets

Internal Financial Control

Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls.

The Company had developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity-level policies, processes controls, IT General Controls and Standard Operating Procedures (SOP).

Risk Management

Risk management has always been an integral part of the Company and for this purpose the Company has been for years implementing a risk management policy. The Company has implemented an effective and meaningful system in place to safeguard the interest of the Company. The main objectives of this policy are: Manage the risk without adversely impacting the normal business and its growth.

Enable sustained business performance. Lesser impact on the Companys finances. Be compliant to the regular requirements of the Exchange/Regulation.

21. Details of Fraud Reported by the Auditors

During the year under review, the Statutory Auditor and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

22. Extract of Annual Return

The extract Annual Return of the Company as on March 31, 2025 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/.

23. Particulars of Contracts or Arrangements with Related Parties

The disclosure of 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 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-II to this Directors Report. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website:www. neetuyoshi.com.

24. Meetings of the Board

During the financial year ended 31st March, 2025, 14 (fourteen) meetings of the Board of Directors were held during the year on the following dates: 09.05.2024, 21.05.2024, 24.05.2024, 30.05.2024, 10.06.2024, 21.06.2024, 19.07.2024, 30.07.2024, 03.08.2024, 28.08.2024, 30.08.2024, 17.09.2024, 26.09.2024, 21.01.2025 None of the two Board Meetings have a gap of more than 120 days between them. Table: Number of meetings attended by each director

Name of Director	Number of meetings entitled to attended during Financial Year 2024-25	Number of meetings attended during Financial Year 2024-25
1. Mr. Himanshu Lohia	14	14
2. Mr. Subodh Lohia	14	14
3. Mrs. Jyoti Sudhir	IGN=RIGHT>14	7
4. Mr. Kumar Sharat Chandra	12	5
5. Mrs. Saundarya Lohia	7	7

Furthermore, during the year under review, 2 (Two) Audit Committee Meetings, 1 (One) Stakeholders Relationship Committee Meeting, 1 (One) Independent Directors Meeting were convened and held.

25. Corporate Social Responsibility

The Annual Report on CSR activities is enclosed as per prescribed format as "Annexure – IV" and forms part of this report.

26. Vigil Mechanism

The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism.

27. Corporate Governance

The requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company. In additions to the applicable provisions of the Companies Act, 2013 become applicable to the company immediately up on the listing of Equity Shares on the BSE SME. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director in the Board, constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

28. Particulars of Loans Given, Investment Made, Guarantees Given and Security Provided

Pursuant to the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), particulars relating to Loans, Guarantees and Investments are furnished in the notes to the Financial Statements, forming part of this Annual Report.

29. Subsidiary & Associate Company

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, Statement containing salient features of the financial statement of subsidiaries is given in the ‘Form No. AOC-1 as Annexure-I. The Company has following subsidiaries companies as on 31st March, 2025:

Name of the company	CIN	Relation	Holding in %	Changes during the year
1. Neetus Delight Private Limited	U15490UR2021PTC012561	Subsidiary Company	60.00%	NA

30. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

The details of conservation of energy and technology absorption are applicable to the Company as the Company is engaged in the manufacturing of customized products in different grades of ferrous metallurgical products. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as "Annexure-V" and forms part of this report.

31. Statement pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Disclosures relating to remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.In accordance with the provisions of the second proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report, excluding the aforesaid information, is being circulated to the members of the Company. Members who wish to access the excluded information may request the same by writing to contact@neetuyoshi.com

32. Material Changes between the Date of the Board Report and end of financial year

There are no material changes and commitments affecting the financial position of the company between the end of the financial year to which Balance Sheet relates and the date of Directors report.

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

Pursuant to the provisions of Part B of Schedule V read with Regulation 34(3) of the Listing Regulations, the Management Discussion and Analysis capturing your Companys performance, industry trends and other material changes with respect to your Company and its Subsidiaries, wherever applicable, are provided in a separate section and forms part of this Annual Report.

34. Significant and Material Orders Passed By the Regulators or Courts or Tribunals Impacting the Going Concern status and Companys Operations in Future

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

35. Loans from Directors

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

36. Remuneration/Commission drawn from Subsidiary Companies

During the year under review, the directors of the Company have not received remuneration / commission from the subsidiary Companies.

37. Deposits:

As on March 31, 2025, the Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

38. Change in the Nature of the Business

During the Financial year under review, there are no changes in the nature of the business of the Company.

39. One-Time settlement

During the year under review, the Company has not entered into any one-time settlement with Banks or financial institutions during the year, therefore, there was no reportable instance of difference in amount of valuation.

40. Committee of board of directors of the Company

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & the Listing Regulations viz., a. Audit Committee; b. Nomination and Remuneration Committee; and c. Stakeholders Relationship Committee. a. Audit Committee

Your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The members of the Audit Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls, etc.

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

Name of Members	Designation	Name of Directorship
1 Jyoti Sudhir	Chairperson	Director
2 Saundarya Lohia	Member	Director
3 Kumar Sharat Chandra	Member	Director

During the year under review, the Audit Committee duly met 2 (Two) times viz. on July 30,.2024 and August 28, 2024.

Name of Members	Designation	No. of Meetings held	No. of Meetings attended
Jyoti Sudhir	Chairperson	2	2
Saundarya Lohia	Member	2	2
Kumar Sharat Chandra	Member	2	2

During the year under review, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board.

b. Nomination and Remuneration Committee

Your Company has constituted a Nomination and Remuneration Committee in compliance with the provisions of Section 178 of the Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee of your Company comprises the following members as on the end of the year:

Name of Members	Designation	Name of Directorship
1 Jyoti Sudhir	Chairperson	Director
2 Saundarya Lohia	Member	Director
3 Kumar Sharat Chandra	Member	Director

During the year under review, the Nomination and Remuneration Committee duly met 2 (Two) times viz. on July 30, 2024 and August 3, 2024.

The number of meetings attended by each member during the year under review are as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings attended
Jyoti Sudhir	Chairperson	2	2
Saundarya Lohia	Member	2	1
Kumar Sharat Chandra	Member	2	2

The Nomination and Remuneration Policy of your Company has been made available on the website of the Company.

c. Stakeholders Relationship Committee

Your Company has constituted a Stakeholders Relationship Committee in compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee of your Company comprises of the following members as on the end of the year:

Name of Members	Designation	Name of Directorship
1 Jyoti Sudhir	Chairperson	Director
2 Saundarya Lohia	Member	Director
3 Kumar Sharat Chandra	Member	Director

41. Prevention Of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

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/.

42. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

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

43. Maternity benefit compliance:

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

44. Disclosure under sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

Your Company is committed to provide a safe and conducive work environment to its employees. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts, the constitution of ICC committee and their right to raise a complaint in this regard at the designated Email ID. The following are the summary of sexual harassment complaints received and disposed off during the year under review.

Particulars	Details
1. Number of complaints filed:	NIL
2. Number of complaints disposed:	NIL
3. Number of complaints pending as on 31st March 2025:	NIL

The Company has a zero-tolerance policy towards sexual harassment in the workplace. It has adopted a Policy on the Prevention, Prohibition and Redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules made thereunder. The Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, of your Company has been made available on the Companys website, i.e., https://www.neetuyoshi.com/.

45. Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority. During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules. Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

46. Human Resources

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources.

47. Compliance of the Provisions Relating to the Maternity Benefit Act, 1961

The Company is fully committed to upholding the rights and welfare of its employees in accordance with the applicable laws. In line with this commitment, the Company ensures strict compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time and maternity benefits are extended to 100% of employees.

48. Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2025 and state that:

i. In the preparation of the annual accounts for the financial year ended on 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. The directors had prepared the annual accounts on a going concern basis; and v. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. vi. 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.

49. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

50. Secretarial Standards

Your 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 may be amended from time to time.

51. Acknowledgements

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company.

b) The Shareholders, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) Companys employees, customers and vendors for their continuous support.

For NEETU YOSHI LIMITED
(Formerly Neetu Yoshi Private Limited)
Himanshu Lohia	Subodh Lohia
(Managing Director)	(Director)
DIN: 08564450	DIN: 08564451
Add: 2/155, Jakhan, Rajpur road,	Add: 2/155, Jakhan, Rajpur road,
Dehradun, Uttarakhand, India, 248001	Dehradun, Uttarakhand, India, 248001
Date: September 6 , 2025
Place: Dehradun