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:

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:

At the Extra-Ordinary General Meeting of the Company held on 24^th 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 ofpreferential allotment to Promoters, Promoter Group and Non-promoters on 10^th September, 2024
and 27^thMarch, 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.

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.

The highlights of the financial performance of the Subsidiary Company for the financial year 2024 - 25 are
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 Company’s 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 identified core skills, expertise, and competencies of the Directors
in the context of your Company’s 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 confirming that
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 31^st 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 31^st 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 Board’s 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 Company’s 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 Company’s 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 fair view of the state of affairs of the
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 accounting records in
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 Management Discussion and Analysis of financial 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 Company’s 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 Company’s 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 this Annual Report.

26. SECRETARIAL AUDITORS & AUDITORS’ REPORT:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re¬
appointed 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 confirmed that he is not
disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of
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) ofthe 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 - NIL

30. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules
made thereunder. The Company has ensured that all eligible women employees are provided with maternity
benefits and other entitlements as prescribed under the Act. The Company remains committed to providing
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 Company’s 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 Company’s 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 Company’s
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 Company’s
shares by Company’s 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 Company's
shares and sharing Unpublished Price Sensitive Information (“UPSI”).

The Code covers Company’s 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 31^st 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 Courts/ Regulators or Tribunals impacting the going
concern status and Company’s 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 Co¬
operation 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.