Yogi Ltd Directors Report

To,

The Members,

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

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

(Amount in Lakhs)

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

2. FINANCIAL HIGHLIGHTS:

During the year ended 31^st March 2025, Operational Revenue including other income on Standalone basis was 11,301.96/- Lakhs and Profit / (Loss) Before Tax was 201.12/- Lakhs v/s nil revenue in previous year while Net Profit / (Loss) for the financial year ended 31 st March, 2025 was 145.98/- Lakhs v/s (38.11)/- Lakhs in previous year. On a Consolidated Basis, the Operational revenue including other income stood at 11,301.96/- Lakhs. The Profit/(Loss) Before Tax was Rs. 200.54 Lakhs and the Net Profit/(Loss) for the financial year ended 31 ^st March, 2025 was Rs. 145.55 Lakhs .

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

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

Annual Report.

3. BUSINESS OPERATIONS:

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

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

4. DIVIDEND

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

5. TRANSFER TO RESERVE

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

6. DEPOSITS

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

7. SHARE CAPITAL:

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

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

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

8. CORPORATE RESTRUCTURING: i. Acquisition:

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

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

36 ii. Divestment:

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

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has made loans, and made investments in compliance with

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

10. CHANGE IN NATURE OF BUSINESS:

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

11. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the Company incorporated Yogi Elitemach Private Limited on 8^th March

2025 as its wholly-owned subsidiary. The Company has no joint venture or associate companies. Except for the aforesaid incorporation, no other company has become or ceased to be a subsidiary, joint venture, or associate company of the Company during the year.

Company for the financial year 2024 - 25 are Thehighlightsofthefinancial disclosed in form AOC - 1, which annexed herewith as "Annexure A".

Material Subsidiary:

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Appointment/ Cessation/ Change in Designation of Directors:

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

Declaration from Independent Directors:

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

Key Managerial Personnel:

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

1. Mr. Mahesh Kumar Rajguru, Chief Financial Officer

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

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

13. NUMBER OF MEETINGS OF THE BOARD:

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

14. COMMITTEES OF BOARD:

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

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

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

15. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 31st January, 2025 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent

Directors, the Committees and the Board as a whole along with the performance of the Chairman of your

Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

16. BOARD EVALUATION:

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

17. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

18. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by

Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and affairsof the view thestate Company at the end of financial year and of the profit of the Company for the year; iii. they have taken proper and sufficient care for the maintenance of adequate accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

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

20. CORPORATE SOCIAL RESPONSIBILITY

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

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The ManagementDiscussionandAnalysisoffinancial condition, including the results of operations of the

Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure B".

22. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 forms an integral part of this report and is provided as a "Annexure C".

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

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31^st

March, 2025 is available on the Companys website www.yogiltd.com

24. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2024-25 were in accordance with the Companys RPT Policy and on an arms length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports to the stock exchanges, for the related party transactions.

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

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

25. STATUTORY AUDITORS & AUDITORS REPORT:

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

26. SECRETARIAL AUDITORS & AUDITORS REPORT:

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

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

27. INTERNAL AUDITORS & AUDITORS REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Mohan L Gupta & Associates, Chartered Accountants, as the Internal Auditor of the Company for financial year 2024-2025. The observations made in the Internal Auditors Report are self-explanatory and therefore do not call for any further comments.

28. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

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

29. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints Committee to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2024-25. i. Number of Complaints filed during the financial year NIL ii. Number of complaints disposed of during the financial year NIL iii. Number of complaints pending as on end of the financial year - IL

30. MATERNITY BENEFITS COMPLIANCES:

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

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct. Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

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

32. LISTING ON STOCK EXCHANGE

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

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

Conservation of Energy:

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

Technology Absorption:

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

Foreign Exchange Earnings and Outgo:

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

34. RISK MANAGEMENT POLICY:

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

35. CYBER SECURITY:

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

36. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

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

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

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

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

Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018.

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

Act, 2013, read with the rules made thereunder and Chapter V of the SEBI (Issue of Capital and Disclosure

Requirements) Regulations, 2018.

39. MATERIAL CHANGES AND COMMITMENTS

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

Subsequent to the closure of the financial year, the Company has acquired majority stakes in the following entities: a. M/s. Farewell Real Estate Private Limited 59.91% b. M/s. Yogi Horizons LLP 75% c. M/s. Yogi Realtors 95% These acquisitions will enable the Company to expand its business operations and presence in the sector.

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

There are no significant material orders passed by the concern status and Companys operations in future.

41. COMPLIANCE OF ACCOUNTING STANDARDS:

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

42. COMPLIANCE OF SECRETARIAL STANDARDS

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

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

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

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

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

45. REPORTING OF FRAUDS

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

46. APPRECIATION

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

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