Yogi Infra Projects Ltd Directors Report

To

The Members of

Yogi Infra Projects Limited

formerly known as Yogi SungWon (India) Limited

The Directors hereby present the Thirty Second Annual Report of Yogi Infra Projects Limited

(/ormerly known as Yogi SungWon (India) Limited) (hereinafter referred to as YIPL / the Company) on the business and operations of the Company along with the Audited standalone and consolidated financial statements and Auditors reports thereon for the financial year (hereinafter referred to as FY) ended March 31, 2025 (hereinafter referred to as year under review).

1. Financial Results

(^ in lakh)

Standalone Financial Results
Particulars	For the Financial Year Ended March 31, 2025		For the Financial Year Ended March 31, 2024
Revenue from operations
Other Income	26.06		22.18
Total Expenses	33.40		34.15
Exceptional Items	0.58
Profit/(Loss) before Tax	(7.92)		(11.97)
(Provision for Tax)
Deferred Tax	13.49
Profit/(Loss) after Tax	5.57		(11.97)
Number of Shares	16845800		16845800
Earnings per Share
Basic & Diluted	0.03		(0.07)
Consolidated Financial Results
Particulars		For the Financial Year Ended March 31, 2025		For the Financial Year Ended March 31, 2024
Revenue from operations		21,363.83		14,574.67
Other income		131.04		69.15
Total Expenses		21,529.93		14,468.95
Exceptional Items		1.41		8.48
Profit/(Loss) before Tax		(33.66)		166.39
(Provision for Tax)		2.01		60.82
Deferred Tax		14.94		0.37
Profit/(Loss) after Tax		(20.73)		105.19

2. Dividend:

Your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2025.

Further during the year under review, the Company was not required to transfer any unpaid/ unclaimed amount of dividend to Investor Education and Protection Fund (hereinafter referred to as IEPF).

3. Review of Operations:

The Company has not generated any revenue from its operations during the year under review. The Company is exploring its options for entering into redevelopment projects and is focused on undertaking projects keeping in mind the ever changing customer preferences for residential and commercial properties.

The Company believes that the overall real estate sector is in a sustained recovery phase and hence the Company is constantly striving towards obtaining real estate projects.

Meanwhile, the Company continues to earn from its Nonoperational activities, and the Company has made a profit of INR 5.57 lakhs for the FY 202425 as compared to FY 202324 (Previous year) where the Company has made a marginal loss of INR 11.97 lakhs.

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On a consolidated basis, the Company has incurred a net loss of INR 20.73 Lakhs for the year under review as compared to a net profit of INR 105.19 Lakhs for the previous year under review.

The management is in the process of devising a futuristic and strategic roadmap for the Company. The Company is also keeping all operating expenses under tight control.

4. Change in the nature of business:

The Company is in the business of all kinds of infrastructure establishers/developers, real estate advisers/consultants/brokers, real estate agents builders promoters, developers of apartments, commercial buildings, factory buildings, hotels, malls, office buildings, residential flats and other civil structures and/or dealers in real estates such as land, building, factory sheds, apartment, flats, hotels, cinema theatres, shopping complex, commercial premises, industrial sites, industrial sheds, guest houses, lodging houses, hotels, cottages, tourist bungalows, commercial premises, all other types of civil structures and places of entertainment, recreation and pleasure and other immovable properties of all kinds and description and/or any interest therein and to acquire by purchase, lease or otherwise lands, sites, buildings or any other civil structure and to build shops, buildings, godowns, hotels, restaurants, cinema theatres, touring talkies and other structures and/or to lease, Sold, mortgage, hypothecate or otherwise dispose of or deal in any other way in such lands, sites, buildings and other structures.

Further during the year under review, there has been no change in the nature of business of the Company.

5. Share Capital:

(a) Authorized Share Capital of the Company:

As on March 31, 2025, the authorized capital of your Company was ^ 17,00,00,000 (Indian Rupees Seventeen Crore) comprising of 1,70,00,000 (One crore Seventy Lakh) equity Shares of ^ 10/ (Indian Rupees Ten) each.

There were no changes in the authorized share capital of the Company during the year under review.

(b) Issue, Subscribed and Paidup Share Capital of the Company:

As on March 31, 2025, the issued, subscribed and Paid up share capital of your Company was ^ 16,84,58,000 (Indian Rupees Sixteen Crore EightyFour Lakhs Fifty Eight Thousand) comprising of 1,68,45,800 (One Crore SixtyEight Lakh FortyFive Thousand Eight Hundred) equity Shares of ^ 10/ (Indian Rupees Ten) each.

During the year under review, there were no changes in the issued, subscribed and paid up share capital of the Company.

For further details on the Share Capital, kindly refer to Note 9 of notes to Accounts of the financial statements.

6. Events having major bearing on the Companys affairs after the end of the FY:

There were no major events having any bearing on the Companys affairs after the end of the FY and up to the date of this report.

7. Material changes and commitments, if any, affecting the financial position of the Company:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate to and the date of report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

There have been no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

9. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company has the following Subsidiary Companies during the year under review:

Sr. No	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of Shares Held	Applicable Section
1.	Bini Builders Private Limited Address: 23A, N S Road, 8th Floor, Room No. 22, Kolkata 700001	U45203WB2 004PTC0979 87	Subsidiary Company	63.82%	2(87) of the Companies Act, 2013
2.	Moongipa Realty Private Limited Address: 23A, Netaji Subhas Road, 8th Floor, Room No. 22, Kolkata 700001	U45201WB1 998PTC1546 22	Subsidiary Company	74.02%	2(87) of the Companies Act, 2013

Further during the year under review, the Company did not have any joint venture or associate Companies.

Pursuant to the provisions of Section 136 of the Act, the Consolidated Financial Statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are provided in this annual report.

A statement containing the performance and financial position of each of the subsidiaries in Form AOC1 is annexed as Annexure A and forms part of this report.

Lastly during the year under review, no Company has become or has ceased to be a Subsidiary, Joint Venture or Associate Company of ASEL.

10. Board of Directors

(a) Changes in the composition of the Board during the year under review:

The following changes have taken place in the composition of the Board of Directors

during the year under review.

(i) Mr. Jitendra Kumar Pareek (DIN: 09619589), Independent Director of the Company, had resigned with effect from September 6, 2024;

(ii) Mr. Basudeo Kashi Prasad Agarwal (DIN: 00462889), Director of the Company, has resigned with effect from September 6, 2024;

(iii) Mr. Sanjay B. Agarwal (DIN: 00462902) was appointed as Chairman of the Board of Directors at the Board Meeting held on September 6, 2024, and his appointment was subsequently approved by the Members at the Annual General Meeting held on September 30, 2024. Mr. Sanjay Agarwal shall serve as the Executive Chairman of the Company for a term of five years, commencing from September 6, 2024, and ending on September 5, 2029 (both days inclusive).

(iv) Mr. Rajesh Basudeo Agarwal (DIN: 00462895) was appointed as the Managing Director of the Company with effect from September 6, 2024, and his appointment was duly approved by the Members at the Annual General Meeting held on September 30, 2024. Mr. Agarwal shall hold office as Managing Director of the Company for a term of five years, from September 6, 2024, to September 5, 2029 (both days inclusive);

(v) Mr. Kumar Muthu Konar (DIN: 10769577) was appointed as Additional Director (Independent Director) with effect from September 6, 2024. Mr. Konars appointment was duly approved by the Members at the Annual General meeting held on September 30, 2025. Mr. Konar shall hold office for a term of 5 (five) consecutive years commencing from September 6, 2024 to September 5, 2029 (both days inclusive).

(b) Changes in the composition of the Board post the year under review and upto the

date of this report:

There were no changes in the composition of the Board of Directors post the year

under review.

(c) Director liable to retire by rotation:

In accordance with the provisions of Companies Act, 2013, Mr. Sanjay Basudeo Agarwal (DIN: 00462902), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, is seeking reappointment.

The Board recommends his reappointment.

(d) Declaration by the Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

During the year under review, the nonexecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Company.

(e) Number of Meetings of the Board:

The Board of Directors duly met 6 (Six) times during the year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

(f) Company Policy on Director Appointment, Remuneration and Annual Formal Evaluation:

The Company has in place a policy relating to Directors Appointment, remuneration and other related matters under Section 178(3) of the Companies Act, 2013.

Appointment and evaluation of the Independent Directors is governed by the Code for Independent Directors provided in Schedule IV of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors at their meeting held on March 21, 2025 have carried out annual performance evaluation of the non Independent Directors individually as well as of the Chairperson.

(g) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the Companies Act, 2013 read with relevant rules framed therein:

(i) Audit Committee:

The composition of the Audit Committee is covered under the Corporate Governance Report.

During the year under review, there were no instances, where the Board did not accept any recommendations of the Audit Committee.

(ii) Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is covered under the Corporate Governance Report.

During the year under review, there were no instances, where the Board did not accept any recommendations of the Nomination and Remuneration Committee.

(iii) Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee is covered under the Corporate Governance Report.

(h) Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil Mechanism for the Employees to report genuine concerns or grievances to the Chairperson of the Audit Committee or the Ombudsman and take steps to resolve the issues amicably. The policy can be accessed from the website of the Company at the following link:

http://www.vogiinfraproiects.co.in/Policies/3.%20Vigil%20Mechanism%20&%20Wh

istleblower%20Policy.pdf

(i) Directors Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made iudgments 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;

32^nd Annual Report

(iv) the Directors had prepared the annual accounts on a going concern basis; and

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) 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.

11. Disclosure on compliance with Secretarial Standards:

The Board of Directors affirms that the Company has complied with the applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

12. Key Managerial Personnel:

The following changes took place in the Key Managerial Personnel during the year under review:

(a) . Mr. Rajesh Basudeo Agarwal resigned as the Chief Financial Officer of the Company

with effect from September 6, 2024;

(b) . Mr. Yogesh N Dave was appointed as the Chief Financial Officer of the Company with

effect from September 6, 2024

13. Auditors:

(a) Statutory Auditors:

M/s. J S Bhatia & Co Associates, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 118806W) have been appointed as Statutory Auditors of the Company for a term of 5 years i.e. upto the conclusion of the Annual General Meeting to be held in the year 2029, subject to their eligibility.

M/s. J S Bhatia & Co Associates, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 118806W) have given their written consent and eligibility to act as the Statutory Auditors of your Company and have confirmed that the said appointment would be in conformity with the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules 2014.

(b) Auditors Report:

The report issued by the Statutory Auditors on the Financial Statements of the Company for the financial year ended March 31, 2025, forms part of this Annual report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

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(c) Details in respect of Frauds Reported by the Auditors under sub section (12) of Section 143 other than those reportable to the Central Government:

The Auditors of the Company have not reported any instances of fraud to the Board of Directors and Audit Committee during the year under review in terms of Section 143(12) of the Companies Act, 2013.

14. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed KNK & Co LLP, Company Secretaries in Practice (hereinafter referred to as KNK & Co LLP), having firm registration number L2018MH002800 to undertake Secretarial Audit of the Company for financial year 202425.

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as Annexure B, and forms an integral part of this report.

The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

15. Deposits:

The Company has neither invited nor accepted any deposits during the year under review. Accordingly, no amount of principal or interest related thereto was outstanding as on March 31, 2025.

16. Unsecured Loans from Directors:

During the year under review, the Company has not accepted any unsecured loans from the Directors or their relatives.

17. Particulars of Loans, Guarantees or Investments:

The details of Investments made and loans given are provided in Note No. 5 & 7 of the Standalone Financial Statements respectively which forms part of the Annual Report.

The Company had further provided a guarantee to the loan obtained by Moongipa Realty Private Limited, one of its subsidiaries.

18. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website and may be accessed at the following web link

http://www.vogiinfraproiects.co.in/.

19. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act, 2013, entered into during the year under review were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has also adopted a framework on related party transactions to ascertain the criteria of ordinary course of business and Arms Length Price

During the year under review, the Company has not entered any transaction with Related Parties which is not in its ordinary course of business or not on an arms length basis. Further, there were no transaction requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Form AOC2 does not form a part of this report.

20. Corporate Social Responsibility:

The provisions of Section 135 with respect to Corporate Social Responsibility were not applicable to the Company during the year under review.

The Company was also not required to develop or adopt any policy on Corporate Social Responsibility during the year under review.

21. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems are commensurate with the size, scale and complexity of its operations.

22. Internal & Concurrent audit:

The Company conducts its Internal and Statutory audit within the parameters of regulatory framework which is well commensurate with the size, scale and complexity of its operations.

The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

23. Statement on remuneration of employees of the Company:

The Company has Three Executive Directors of the Company, out of which the first is an Executive Chairman, second one is a Managing Director of the Company and the last one is the Executive Women Director of the Company.

(a) The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

Employed throughout the year Nil

Employed for part of the year Nil

(b) The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

The Company along with its subsidiaries have cumulative of 26 employees as on March 31, 2025 out of which 03 are Female employees, 23 are Male employees and there are no transgender employees.

None of the employees hold (by himself/herself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

24. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

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

(b) Number of complaints disposed off during the year Not applicable.

(c) Number of cases pending for more than ninety days Not applicable.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

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

26. Risk Management:

The Company acknowledges the inherent risks in its business operations and is in the process of developing a system to identify, minimize, and manage these risks which shall be reviewed at regular intervals. At present, the management has identified the following key risks:

Securing critical resources, including capital and human talent.

Ensuring cost competitiveness.

Creating product differentiation and a strong value proposition.

Maintaining and enhancing customer service standards.

Introducing innovative marketing and branding initiatives, particularly in digital media.

27. Corporate Governance:

As per the Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Corporate Governance as prescribed in regulation 17 to 27 and Clauses (b) to (i) and (t) of Sub Regulation (2) of regulation 46 and Para C D and E of Schedule V are not applicable to the Company as the paid up capital of the Company is not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

28. One time settlement with Banks or Financial Institution:

There was no instance of onetime settlement with any Bank or Financial Institution.

29. Details of maintenance of cost record as specified by Central Government under section 148(1) of the Companies Act, 2013:

The Company was not required to maintain cost records as specified by the Central Government u/s 148(1) of the Companies Act 2013 for the year under review.

30. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016:

There is/was no proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

31. Compliance with the Maternity Benefit Act, 1961:

The Company remains fully compliant with the Maternity Benefit Act, 1961, along with all its applicable amendments and associated rules. We are committed to fostering a safe, inclusive, and supportive work environment for our women employees.

All eligible women employees are provided maternity benefits as mandated by law, which include paid maternity leave, nursing breaks, and protection from dismissal during their maternity period. Beyond legal compliance, the Company is mindful to ensure that maternity is never a ground for discrimination?whether in hiring, promotions, or daytoday service conditions.

Our internal systems and HR policies are thoughtfully designed to reflect both the spirit and the letter of the law, ensuring dignity, respect, and care for all women during this important phase of life.

32. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

Not Applicable.

33. Acknowledgements:

Your Directors acknowledge with gratitude, the help and support received from its Shareholders, Bankers, customers, Exchanges and Regulators and hope to continue to get such support in times to come.

Your Directors also wish to place on record their appreciation for the contribution made by employees at all levels.

By the order of the Board of Directors

For Yogi Infra Projects Limited

(formerly known as Yogi SungWon (India) Limited)

Sd/

Sanjay Agarwal

Mumbai Executive Chairman

September 5, 2025 DIN: 00462902