The Directors have pleasure in presenting their 42^nd Annual Report of the Company together with the Audited
Statement of Accounts of the Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31^st March, 2025 as compared
to the previous year is as below:

The Company has earned profit after tax of 145.1314 lakh during the current financial year as against 25.1683
lakh earned during the previous financial year. Profit before tax is 196.1235 lakh as compared to 34.0112 lakh
in previous year.

RESERVES & SURPLUS

During the year under review, the Board has decided not to transfer any amount to the Reserves.

DIVIDEND

To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this
financial year 2024-25. The Board assures you to present a much strong financial statements in coming years.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION
FUND '

Our Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DEPOSITS

During the year under review, the company has not accepted any deposits within the meaning of Section 73
of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN NATURE OF BUSINESS

During the year, there has been no change in nature of business of the Company.

CHANGES IN SHARE CAPITAL

The paid-up equity share capital as on 31^st March,2025 was Rs.52,57,26,400/- (Rupees Fifty-Two Crore Fifty
seven Lakhs Twenty Six Thousand and four hundred). During the year, there is no change in the share capital
of the company as no new shares were issued and there is no capital reduction or restructuring done by the
Company.

MANAGEMENT DISCUSSION & ANALYSIS

Management's Discussion and Analysis Report for the year under review, in terms of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
herewith as “Annexure II”.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

(a) Conservation of Energy:

Since the company is not engaged in any industrial, manufacturing activity, issues relating to conservation of
energy are not quite relevant to its functioning and has no particulars to report regarding conservation of energy
and technology absorption.

(b) Technology Absorption:

Since the company is not engaged in any manufacturing activity, issues relating to Technology Absorption are
not quite relevant to its functioning.

(c) Foreign Exchange Earnings/Outgo:

Earnings NIL

Outgo NIL

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186

During the period under review, the loans, advance and guarantees were provided by the Company under the
provisions of Section 186 of Companies Act, 2013 which are given in the notes to the financial statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company which has occurred
between the ends of the financial year of the Company till the date of this report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which
may threaten the existence of the company.

During the year, our directors have an adequate risk management policy in place capable of addressing those
risks. The company manages, monitors and reports on the principal risks and uncertainties that can impact its
ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures
periodically. The company’s management systems, organizational structures, processes, standards, code of
conduct and behavior together form a complete and effective Risk Management System (RMS).

DIRECTORS

The Board of Directors of the Company during the Financial Year are as follows:

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section149
of the Companies Act, 2013 provides that independent directors shall hold office for a term of five consecutive
years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the
shareholders of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment
for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by
rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent
directors.

DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation
by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of
the Company.

BOARD EVALUATION

Regulation 17 of SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board
evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies
Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated.

The Nomination Remuneration Committee also carried out evaluation of every director’s performance. The
evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of
evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information,
Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation
parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on
Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight
and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors,
Chairman of the Board and the Board as a whole.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 times during the financial year, the details of which are given in the corporate governance report
that forms part of this Annual Report. The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013.

The dates of Board Meetings are as follows:

29.05.2024, 12.08.2024, 31.08.2024, 14.11.2024, 22.01.2025 & 06.02.2025.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25
of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of
the Company held their meeting on 22.01.2025 without the attendance of non-independent directors and
members of management. In the meeting the following issues were taken up:

(i) To review the performance of non- independent directors and the Board as a whole

(ii) To review of the performance of the Chairperson of the company, taking into account the views of executive
directors and non-executive directors;

(iii) To assess the quality, quantity and timeliness of flow of information between the company management
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CHANGE IN DIRECTORS AND KMP

Re- appointment of MS. PRITI RAO (DIN:08240562) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.

Subject to such approvals as may be necessary, MS. PRITI RAO (DIN:08240562), being eligible, shall be re¬
appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5
(five) consecutive years with effect from 25^th September, 2025 with the approval of shareholders in the
upcoming AGM.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policies of the Company on Directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3)
of Section 178 of the Act is available on the website on this link: https://yaminiinvestments.co.in/policies.html .

The policy of the Company on directors' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under Subsection (3)
of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm
that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy
of the Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has no Subsidiaries, joint ventures or associate companies.

COMMITTEES OF THE BOARD

Currently, the Board has three committees:1. Audit Committee 2. Nomination and Remuneration Committee

3. Stake Holders Relationship Committee. A detailed note on the Board and its committees is provided
under the corporate governance report in this Annual Report.

RIGHTS ISSUE

Rights Issue of Yamini Investments Company Limited, which was open from May 27th, 2025 to June 23rd, 2025,
has been withdrawn due to non- receipt of minimum subscription under Regulation 86(2) of SEBI (Issue of Capital
Disclosure Requirements) Regulations, 2018.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge
and ability, confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2025, the applicable
accounting standards have been followed.

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

3. The directors have taken proper and sufficient care towards 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.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and such systems are adequate and operating effectively.

AUDITORS

(i) STATUTORY AUDITORS

M/s. SSRV & Associates, Chartered Accountants, (FRN 135901W) were appointed as the Statutory Auditors of
the company at the 38^th AGM of the Company to hold office till the conclusion of the 43^rd AGM of the Company to be held
in the year 2026 as required under Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014.

AUDITOR’S REPORT

The Auditors have not made any qualification in their Audit Report related to the financial statement. Their
reports on relevant notes on accounts are self-explanatory and do not call for any comments under section
134 of the Companies Act, 2013.

(ii) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Akhil Agarwal,
Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit report for FY 2024-25 forms part of the Annual Report and part of the Board's report as
Annexure-1.

(iii) COST AUDITORS

Cost Audit is not applicable to the Company as per provisions of Section 148 of the Companies Act, 2013.

(iv) INTERNAL AUDITOR

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions
of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. Shikha Singhal
& Associates., Chartered Accountants, Kolkata as the Internal Auditors of your Company for the financial year
2024-25..

FRAUD REPORTING

During the financial year under review, the Statutory Auditor have not reported any instances of frauds
Committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the
Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

No contracts / arrangements / transactions entered by the Company during the financial year with related
parties. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered
into any contract /arrangement /transaction with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party transactions. All related party transactions are
placed before the Audit Committee and Board for approval. The details of the related party transactions are set out
in Note to the financial statements forming part of this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under.

The following is the summary of sexual harassment complaints received and disposed during the calendar year

? No. of complaints received: Nil

? No. of complaints disposed off: Nil

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed
there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

INTERNAL CONTROL SYSYEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls system with reference to financial statements.

The scope of work includes review of process for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in
all areas. During the year, such controls were tested and no reportable weakness in the design or operation
was observed.

LISTING WITH STOCK EXCHANGES

Yamini Investments Company Limited is listed on the BSE Limited. It has paid the Annual Listing Fees for the
year 2024-25 to BSE Limited.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and Rule 12 of the

Companies (Management and Administration) Rules 2014, the Annual Return will be uploaded on the website of

the Company for the FY 2024-25.

COST AUDIT AND MAINTENANCE OF COST RECORDS

As on March 31,2025, the provisions related to maintenance of Cost records as specified by the Central
Government under Section 148 (1) of Companies Act, 2013 are not applicable to the Company. Accordingly,
such Cost accounts and the Cost records are not required to maintained by the Company.

INDUSTRIAL RELATIONS

The Company's relations with all its employees remained cordial and satisfactory during the year under review.
VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has
adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide
adequate safeguards against victimization of persons who may use such mechanism. Employees are encouraged
to report actual or suspected violations of applicable laws and regulations and the Code of Conduct to the
Chairman of Audit Committee to enable taking prompt corrective action, wherever necessary.

CORPORATE GOVERNANCE

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review
with the Certificate issued by Akhil Agarwal., Practicing Company Secretaries, on compliance in this regards forms
part of this Annual Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for implementation of the
Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Boarc
of Directors and General Meetings.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

During the period under review, No employee of the Company drew remuneration in excess of the limits
specified under the provisions of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence
no disclosure is required to be made in the Annual Report.

CAUTIONARY STATEMENT

The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained
in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations
may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENTS

Our directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -Clients,
Financial Institutions, Banks, Central and State Governments, the Company’s valued investors and all other
business partners for their continued co-operation and excellent support received during the year.

Our directors recognize and appreciate the efforts and hard work of all the employees of the Company and their
continued contribution to its growth.

By Order of the Board
For YAMINI INVESTMENTS COMPANY LIMITED

Sd/- sd/-

Manish Dalmia Vandana Agarwal

Place: Mumbai Managing Director Executive Director

Date: 26.08.2025 Din No: 05155708 Din No: 0234759