Yaari Digital Integrated Services Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the Eighteenth Annual Report along with the audited financial statement of accounts of Yaari Digital Integrated Services Limited ("the Company") for the financialyear ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The highlights of the standalone financial results of the Company for the financialyear ended March 31, 2025 are as under:

Particulars	For the financialyear ended March 31, 2025	For the financialYear ended March 31, 2024
and taxProfit/(Loss)	(89.56)	(43.05)
amortiz expense Less:Depreciationand	0.07	0.32
Profit/(Loss)	(89.63)	(43.37)
Less: Provision for Tax	0	0
Profit / (Loss) after tax	(89.63)	(43.37)
Other Comprehensive Income	16.98	7.00
Total Comprehensive Income	(72.65)	(36.37)
Profit/(Loss)	(725.63)	(689.26)
Other Comprehensive Income	16.98	7.00
Amount available for appropriation	(798.29)	(725.63)
Less: Appropriations:	0	0
Balance carried forward to Balance Sheet	(798.29)	(725.63)

During the financial year ended on March 31, 2025, the Company has incurred a net loss of Rs.72.65 crores. There has been no change in the nature of Companys business.

DIVIDEND

The Company has not declared any dividend during the financial year 2024-25. Further, pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015( "SEBI LODR Regulations"), the Dividend Distribution Policy of the Company is available on the website of the Company at https://yaari.com/api/static/Investors/1671624740110Dividend_Distribution_Policy.pdf.

TRASNFER TO RESERVE

During the financial year ended March 31, 2025, the Board has not proposed to transfer any amount to any reserve(s).

DIRECTORS & KEY MANAGERIAL PERSONNEL

In compliance with applicable provisions under the Companies Act, 2013 and regulation 17(1C) of the SEBI LODR Regulations and in terms of Board authorisations dated March 27, 2025 and April 9, 2025, the shareholders of the Company on June 25, 2025, through Postal Ballot, have approved the appointment of Mr. Vikas Sachdeva (DIN: 07346167) and Mr. Praveen Kumar Tripathi (DIN: 02167497) as Non-Executive, Non Independent Directors of the Company, w.e.f. March 27, 2025 and April 9, 2025, respectively. The existing 1st term of Mr. Gurinder Singh, IPS (Retd.) (DIN: 08183046) and Mr. Aishwarya Katoch (DIN: 00557488), as Non-Executive Independent Directors of the Company is upto September 4, 2025. On the recommendation of the Nomination & Remuneration Committee, directors of the Company vide its authorisation dated August 18, 2025 has re-appointed Mr. Gurinder Singh and Mr. Aishwarya Katoch as Non-Executive Independent Directors of the Company for second consecutive term of 2 (Two) years effective from September 5, 2025 to September 4, 2027 and appointed Ms. Surina Rajan, IAS (Retd.) (DIN: 06699602) as Non-Executive Independent Director of the Company for a period of 3 (Three) years w.e.f. August 18, 2025 to August 17, 2028. In terms of the SEBI LODR Regulations, re-appointment and appointment of the said Independent Directors are recommended for the Shareholders approval at the ensuing 18th Annual General Meeting.

Further, in compliance with the applicable regulations, the Board has recommended the re-appointment of Mr. Kubeir Khera (DIN: 03498226), Whole-time Director and Chief Executive Officer designated as Executive Director, who retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment, as a director.

All the Independent Directors have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act, and in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015( ‘SEBI LODR Regulations). Except Mr. Prem Prakash Mirdha (DIN: 01352748), none of the Independent Directors of the Company hold any of its equity share. Existing second term tenure of Ms. Supriya Bhatnagar (DIN: 08731453) and Mr. Prem Prakash Mirdha (DIN: 01352748) as Independent Directors of the

Company is upto September 4, 2025 and September 22, 2025, respectively, and in terms of applicable regulatory provisions, they are not eligible for re-appointment.

The brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas, terms of appointment and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, are provided in the Notice convening the 18th Annual General Meeting of the Company.

SHARE CAPITAL

During the financial year 2024-25, and upto the date of this report, the Company has not raised any share capital. The paid up equity share capital of the Company is Rs. 20,08,84,518/- comprising of 10,04,42,259 equity shares of face value of Rs. 2/- each.

ESOP / SAR SCHEMES

Presently, there is no stock options / stock appreciation rights outstanding under existing ESOP/SAR Schemes of the Company namely; "Yaari Digital Integrated Services Limited Employees Stock Option Scheme 2011" and "Yaari Digital Integrated Services Option Scheme 2018". The disclosures required to be made under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules 2014, have been place on the website of the Company www.yaari.com.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN: INE126M01010) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2025-26 have been paid.

SCHEME OF ARRANGEMENT

In line with the long term business objectives of the Company to further accelerate the scaling up of the operations and to provide synergy of consolidated business operations and management and to streamline the operations of the Company and /or its identified subsidiaries to have a simplified and streamlined holding structure with pooled resources, the Board of Directors of the Company, had approved the composite Scheme of Arrangement inter-alia involving Amalgamation of Dhani Services Limited and Indiabulls Enterprises Limited along with its certain subsidiary companies of Dhani Services Limited and the Company with and into the Company.

Under the proposed Scheme subsidiaries of the Company getting

Indiabulls Life Insurance Company Limited and YDI Consumer India Limited.

The Scheme is subject to all applicable statutory and regulatory approvals, including approval from the stock exchanges, SEBI, shareholders and creditors of the company and Honble National Company Law Tribunal, Chandigarh bench (NCLT). Post filing the Scheme with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), the Company had received the Observation Letters from BSE and NSE on March 1, 2024 and March 4, 2024, respectively. Honble Competition Commission of India (CCI) had approved the Scheme on December 19, 2023 and detailed Order of CCI has also been received.

First motion application has been filed with Honble National Company Law Tribunal, Chandigarh on April 10, 2024. In Compliance with NCLT Order dated January 29, 2025, meeting of Equity Shareholders of Dhani Services Limited, Yaari Digital Integrated Services Limited and Indiabulls Enterprises Limited and meeting of Unsecured Creditors of Indiabulls Enterprises Limited were convened on March 29, 2025, wherein the shareholders and unsecured creditors have passed the resolutions with requisite majority approving the Scheme. Thereafter, NCLT appointed Chairperson filed its consolidated report on these meetings on April 01, 2025 to Honble NCLT, Chandigarh Bench. In compliance with the Regulatory provisions, a joint Second Motion Petition has been filed with the Honble NCLT in April, 2025. Honble NCLT has reserved the matter for Order.

Upon the Scheme coming into effect, the fully paid-up equity shares of your Company will be issued to the shareholders of Dhani Services Limited, Indiabulls Enterprises Limited and India Land Hotels Mumbai Private Limited (ILHMPL) basis the swap ratio as mentioned in the

Scheme i.e.:

(i) To the shareholders of Dhani Services Limited (DSL)

"294 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each fully paid-up" "162 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each partly paid-up. The paid-up value of partly paid-up share is 55% i.e. INR 1.1. The exchange ratio has been computed in proportion to paid up value."

(ii) To the shareholders of Indiabulls Enterprises Limited (IEL)

"110 equity shares of Yaari of INR 2/- each fully paid-up for every 100 equity shares of IEL of INR 2/- each fully paid-up."

(iii) To the shareholders of India Land Hotels Mumbai Private Limited (ILHMPL)

In considerationof demerger of the Real Estate Business Undertaking (as more elaborately defined under the Scheme) of ILHMPL and vesting of the same with and into Indiabulls Pharmacare Limited: "322 Fully Paid-up equity shares of Yaari of INR 2/- each for every 1 equity share of ILHMPL".

STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OF SEBI LODR REGULATIONS

During the year under review, the Company had not issued any of its securities by way of Public Issues / Rights Issues / Preferential Issues / QIP / Others means of issue. Hence, Statement of Deviation or variation pursuant to regulation 32 of SEBI LODR Regulations is not applicable.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 and Section 197 of the Act read with the relevant rules (to the extent applicable) and SEBI LODR Regulations, not elsewherementionedin thisReport, are given "Annexure A" forming part of this Report.

AUDITORS

(a) Statutory Auditors

The appointment of M/s Raj Girikshit & Associates, Chartered Accountants (Registration No. 022280N) as Statutory Auditors of the Company was approved in the 17^th Annual General Meeting of the Company held on September 26, 2024, to hold office from conclusion of 17^th AGM until the conclusion of 20th AGM to be held in the calendar year 2027, including the payment of remuneration of upto INR 5,00,000/- (Rupees Five Lacs only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Company for each financial year, during their tenure. In terms of applicable regulatory provisions, M/s Raj Girikshit & Associates, Chartered Accountants have confirmed that they are eligible to hold the office of Statutory Auditors of the Company for FY 2025-26.

The Notes to the Accounts referred to in the Auditors Report are self – explanatory and therefore do not call for any further explanation. No frauds have been reported by the Auditors of the Company in terms of Section 143(12) of the Act.

(b) Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company had appointed M/s Sukesh & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the Financial Year 2024-25. The Company has provided all assistance, facilities,documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the financial year 2024-25, is annexed as Annexure 1(i) and forming part of this Report. The Secretarial Audit Report is self – explanatory and therefore do not call for any further explanation.

The Secretarial Compliance Report as prescribed by SEBI is annexed as Annexure 1(ii) and forming part of this Report.

The Secretarial Audit Report of material subsidiary companies, namely, Indiabulls Life Insurance Company Limited and Indiabulls General Insurance Limited, are annexed as Annexure 2(i) and 2(ii) respectively.

Pursuant to and in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI

Notification No. SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024 (SEBI Listing Regulations) and any other applicable regulatory provisions, the Board, on the proposal of the Audit Committee, has recommended for the appointment of M/s Sukesh & Co., Company Secretaries (Firm Registration No. S2014HR239100 and ICSI Peer Review Certificate No. 3473/2023) as the Secretarial Auditors of the Company for a period of 5 (Five) consecutive years, from financial year 2025-26 to FY 2029-30 for undertaking secretarial audit and issuing the Secretarial Audit Report and Annual Compliance Report for each of the financial year, during the aforesaid tenure. Consent and confirmation have been obtained from M/s Sukesh & Co., Company Secretaries, to the effect that their appointment, if made, shall be in accordance with the conditions as prescribed in SEBI Listing Regulations. As required under the SEBI Listing Regulations, M/s Sukesh&Co.,CompanySecretaries,hasconfirmedthattheyhold certificate issued by the Peer Review Board valid of ICSI.

(c) Cost Records

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of the Companies Act, 2013, read with the relevant rules and as part of its initiatives under Corporate Social Responsibility (CSR), the Company has formulated a CSR Policy which is available on Companys website at web-link: https://www.yaari.com/api/static/ Investors/1671624394368CSR_Policy.pdf. In terms of the applicable provisions of the Companies Act 2013, read with relevant Rules, the Company was not required to contributeanyamounttowardsCSRactivities during the FY 2024-25. An Annual Report on CSR, containing relevant details, is annexed as Annexure 3, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Managements Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations, Corporate Governance Practices followed by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Business Responsibility and Sustainability Report (BRSR) for FY 2024-25 is not applicable to the Company as the Company is not included in the list of Top 1000 listed Companies based on Market Capitalisation.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013: (a) that in the preparationof the annual financialstatements for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies as mentionedin the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2025 and the profit and loss of the Company for the year ended on that date; (c) that proper and sufficient care has been taken for the maintenance of adequate accounting of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other (d) the annual financial statements have been prepared on a going concern basis;

(e) that properinternalfinancialcontrols are in place and that such financial controls are adequate and are operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributionsmade and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

	For Yaari Digital Integrated Services Limited
	Sd/-	Sd/-
Date: August 22, 2025	Kubeir Khera	Vikas Sachdeva
Place: Gurgaon	Executive Director & CEO	Non-Executive
	DIN: 03498226	DIN: 07346167