The Board of Directors of Neetu Yoshi Limited ("the Company") hereby present the Board’s Report outlining business
performance of the Company together with the audited financial statements for the financial year ended March 31, 2025.

1. Company overview

The Company was incorporated in 2020. The Company is a metallurgical engineering company engaged in the business
of manufacturing of customized products in different grades of ferrous metallurgical products. The Company product
portfolio covers different grades of mild steel, spherical graphite iron, cast iron and manganese steel, from as small as 0.2
Kgs to 500 Kgs finished metallurgical products. The Company is a RDSO certified vendor for manufacturing and supply
of over 25 casting products for Indian Railways. The Company is also ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018
accredited company which certifies our quality management, environmental management, and occupational health &
safety management system respectively, employed by us in our manufacturing facility.

The Company combine modern manufacturing technology and engineering expertise with cost efficient processes,
to deliver quality products at competitive prices. Our manufacturing operations are strengthened by our technical
capabilities, infrastructure, and process knowledge.

2. Financial Statement and highlights of performance

The financial performances (Standalone & Consolidated) of the Company for the financial year ended 31st March, 2025 are
summarized below:

3. Review of Standalone Business Operations

The company has reported standalone Revenue of Rs. 7019.89 lakhs from operations for the current year as compared
to Rs. 4722.83 lakhs in the previous year, The Company recorded a net Profit after tax amount to Rs. 1635.42 lakhs in
comparison with net profit of Rs. 1254.82 lakhs in the previous year.

4. Transfer to Reserves

The Board of Directors has not appropriated and transferred any amount to any Reserve and the Board has decided to
retain the entire amount in the Profit and Loss account.

5. Change in the nature of business of the Company

The Company did not undergo any change in the nature of its business during the year under review.

6. Dividend

To strengthen the financial position of the Company and to augment working capital, your directors did not declare any
dividend, including interim dividend.

7. Share Capital

a) The Authorized Share Capital of the Company is Rs. 25,00,00,000 /- (Rupees Twenty-Five Crore Only)

During the year under review, there was following change occurred in Authorised share capital of the
Company:

> Sub-division of Equity Shares:

Pursuant to the shareholders’ resolution dated May 30, 2024, each Equity Share of face value of ?10 was sub¬
divided into 2 Equity Shares of ?5 each. Consequently, the authorised share capital of ^25,00,00,000 divided into
2,50,00,000 Equity Shares of f10 each was reclassified into 5,00,00,000 (Five crore) Equity Shares of ?5 each.

b) Issued, Subscribed, and Paid-up Equity Share Capital is Rs. 14,27,03,000/- (Rupees Fourteen Crore Twenty-
Seven Lakh and Three Thousand Only).

During the financial year 2024-25, the Company made the following changes in its share capital:

> Bonus Issue:

On May 24, 2024, the Company issued 97,07,000 Equity Shares of f10 each as fully paid bonus shares in the ratio
of 25 Equity Shares for every 10 Equity Shares held, increasing the paid-up share capital to ^13,58,98,000.

> Sub-division of Shares:

Pursuant to the shareholders’ resolution dated May 30, 2024, each Equity Share of face value of ?10 was sub¬
divided into 2 Equity Shares of ?5 each. Consequently, the issued, subscribed and paid-up share capital of
^13,58,98,000 divided into 1,35,89,800 Equity Shares of ?10 each was reclassified into 2,71,79,600 Equity Shares
of ?5 each.

> Private Placement:

On July 19, 2024, the Company allotted 13,61,000 Equity Shares of face value ?5 each at a price of ?62 per share
(including premium) by way of private placement, thereby increasing the paid-up share capital to ^14,27,03,000
divided into 2,85,40,600 Equity Shares of ?5 each.

Summary of Share Capital

8. Alteration of Memorandum and Articles of Association

During the year under review, the following changes were made in the Memorandum of Association of the Company:

1. Change of Name:

Pursuant to the special resolution passed by the shareholders and approval received from the Registrar of Companies,
Clause I of the Memorandum of Association was amended to reflect the change in the name of the Company from
"Neetu Yoshi Private Limited" to "Neetu Yoshi Limited", consequent upon conversion of the Company from a private
limited company to a public limited company, with effect from March 9, 2024.

2. Alteration of Authorised Share Capital:

Pursuant to the approval of shareholders, the Authorised Share Capital of the Company was reclassified on May
30, 2024, from ^25,00,00,000 (Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity
Shares of ?10 each to ^25,00,00,000 (Rupees Twenty Five Crores) divided into 5,00,00,000 (Five Crores) Equity Shares
of ?5 each, in line with the sub-division of equity shares of the Company.

9. Initial Public Offer (IPO) & Listing of Shares on Bombay Stock Exchange

We are delighted to announce that, your Company’s shares were listed on the BSE Limited (BSE SME) on July 04, 2025
under the trading symbol "NEETUYOSHI" marking a significant milestone in our growth journey.

Your directors have placed on record their appreciation for the contributions made by the entire IPO team, with all the
dedication, diligence and commitment that led to the successful listing of the Company’s equity shares.

Furthermore, the success of the IPO reflects the trust and faith reposed in the Company by its investors, clients and
business partners. Your directors thank them for their confidence in the Company.

10. Dematerialisation of Shares

As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paid up
capital of the Company. The Company ISIN No. is INE0UZO01024. M/s. Skyline Financial Services Pvt. Ltd, is the Registrar
and Share Transfer Agent of the Company and handles investors related matters under the supervision of the Company

11. Listing Fees

Your Company has paid the requisite Annual Listing Fees for the Year 2024-25 to the Bombay Stock Exchange of India
Limited, where its securities are listed.

12. Buy Back of Securities:

The Company has not bought back any of its securities during the period under review.

13. Sweat Equity

No Sweat Equity Shares were issued during the period
under review.

14. Disclosure about ESOP

No ESOP Shares were issued during the period under
review.

15. Auditors

a) Statutory Auditors & Audit Report

M/s Bagaria & Co. LLP, Chartered Accountants,
(Firm Registration Number - 113447W/W-100019)
were appointed as Statutory Auditors of the
Company at Annual General Meeting held on 30th
day of September, 2024 for a term of five years till
the conclusion of the Annual General Meeting to
be held in the year 2029.

The Company has received a certificate from
M/s. Bagaria & Co. LLP, Chartered Accountants,
(Firm Registration Number - 113447W/W-100019),
have confirmed that if appointed in the ensuing
AGM, their appointment shall be within the limit
prescribed under the Section 141 of the Companies
Act, 2013 and that they are not disqualified from
being appointed as Auditors of the Company.

Explanation(s) / comment(s) to qualifications,
reservations, adverse remarks & disclaimers made
by the statutory auditors:

The Board has duly examined the statutory
auditors’ report to the accounts, which is self¬
explanatory. Clarifications, wherever necessary,
have been included in the notes forming part of the
annual accounts. There has been no qualification,
reservation, adverse remark or disclaimer given by
the Auditors in their Report. During the year under
review, the Auditors had not reported any matter
under Section 143 (12) of the Companies Act, 2013.

b) Secretarial Auditor & Report

In terms of Section 204 of the Companies Act,
2013 and rules made thereunder, the Company had
appointed Ravi Shankar and Associates, Company
Secretaries, as Secretarial Auditor of the Company
to conduct the Secretarial Audit for the Financial

Year 2024-25. The Secretarial Audit Report issued
by them is annexed as “Annexure-IN” to the Board’s
Report.

The Secretarial Auditor’s Report does not contain
any qualifications, reservations, adverse remarks,
or disclaimer.

c) Cost Auditor

The provision of section 148 of the Act relating to
Appointment of cost auditor are not applicable to
the Company.

d) Internal Audit

The provision of section 138 of the Companies
Act, 2013 read with Rules 13 Companies Required
to Appoint Internal Auditor the Companies
(Accounts) Rules, 2014 relating to internal audit
were not applicable to the Company during the
financial Year 2024-25.

16. Maintenance of Cost Records

Pursuant to Section 148(1) of the Companies Act,
2013 read with Companies (Cost Records and Audit)
Amendment Rules, 2014, company is not required to
maintain cost records.

17. Directors & Key Managerial Personnel

As on March 31, 2025, the Company has five (5) Directors
of which comprising of two (2) Executive Directors, one
(1) Non-Executive Director and two (2) Independent
Directors, including one (1) Woman Directors.

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Mr. Himanshu Lohia (DIN:
08564450), Managing Director, is liable to retire by
rotation at the ensuing Annual General Meeting of
the Company and being eligible has offered himself
for reappointment. Necessary resolution for his re¬
appointment is included in the Notice of AGM for seeking
approval of Members. The Directors recommend his
re-appointment for your approval. A brief profile of Mr.
Himanshu Lohia, will be given in the Notice convening
the AGM for reference of the shareholders.

The composition of board of directors and KMP of your
company at the end of the financial year and changes
during the financial year is as follows:

Internal Financial Control

Directors have an overall responsibility for ensuring that
the Company has implemented a robust system and
framework of internal financial controls.

The Company had developed and implemented a
framework for ensuring internal controls over financial
reporting. This framework includes entity-level policies,
processes controls, IT General Controls and Standard
Operating Procedures (SOP).

Risk Management

Risk management has always been an integral part
of the Company and for this purpose the Company
has been for years implementing a risk management
policy. The Company has implemented an effective and
meaningful system in place to safeguard the interest of
the Company. The main objectives of this policy are:

> Manage the risk without adversely impacting the
normal business and its growth.

> Enable sustained business performance.

> Lesser impact on the Company’s finances.

> Be compliant to the regular requirements of the
Exchange/Regulation.

21. Details of Fraud Reported by the Auditors

During the year under review, the Statutory Auditor and
Internal Auditor have not reported any instances of fraud
committed in the Company by its officers or employees
to the Audit Committee under section 143(12) and Rule
13 of the Companies (Audit and Auditors) Rules, 2014 of
the Companies Act, 2013.

22. Extract of Annual Return

The extract Annual Return of the Company as on March
31, 2025 in Form MGT - 7 in accordance with Section 92(3)
of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website
of the Company at https://www.neetuyoshi.com/.

23. Particulars of Contracts or Arrangements with
Related Parties

The disclosure of particulars of contracts or
arrangements with Related Parties referred to in
Section 188 of the Companies Act, 2013 as prescribed
in Form No. AOC-2 pursuant to Section 134(3) (h) of the

Act and Rule 8(2) of the Companies (Accounts) Rules,
2014 are given in Annexure-II to this Directors’ Report.

The policy on Related Party Transactions as approved by
the Board is uploaded on the Company’s website:www.
neetuyoshi.com.

24. Meetings of the Board

During the financial year ended 31st March, 2025, 14
(fourteen) meetings of the Board of Directors were
held during the year on the following dates: 09.05.2024,

21.05.2024, 24.05.2024, 30.05.2024, 10.06.2024, 21.06.2024,

19.07.2024, 30.07.2024, 03.08.2024, 28.08.2024, 30.08.2024,

17.09.2024, 26.09.2024, 21.01.2025

None of the two Board Meetings have a gap of more
than 120 days between them.

Table: Number of meetings attended by each director

Furthermore, during the year under review, 2 (Two)
Audit Committee Meetings, 1 (One) Stakeholders
Relationship Committee Meeting, 1 (One) Independent
Directors Meeting were convened and held.

25. Corporate Social Responsibility

The Annual Report on CSR activities is enclosed as per
prescribed format as "Annexure - IV" and forms part of
this report.

41. Prevention Of Insider Trading

The Company has adopted a Code of Conduct for
Prevention of Insider Trading, in accordance with the
requirements of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time.

The Company Secretary is designated as the
Compliance Officer for monitoring adherence to
the said Regulations. The Code is available on the
Company’s website at https://www.neetuyoshi.com/.

42. Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016

During the year under review, no application was made
by the Company and accordingly, no proceeding is
pending under the Insolvency and bankruptcy Code,
2016.

43. Maternity benefit compliance:

Your Company is in compliance with the provisions
of the Maternity Benefit Act, 1961 and extends all
applicable benefits to eligible women employees as per
the statutory requirements.

44. Disclosure under sexual harassment of women at
workplace (Prevention, Prohibition & Redressal)
Act, 2013:

Your Company is committed to provide a safe and
conducive work environment to its employees. All
employees (permanent, contractual, temporary and
trainees) are covered under this policy. The Company
has complied with the provisions relating to the
constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company is strongly opposed to sexual
harassment and employees are made aware about the
consequences of such acts, the constitution of ICC
committee and their right to raise a complaint in this
regard at the designated Email ID.

The following are the summary of sexual harassment
complaints received and disposed off during the year
under review.

The Company has a zero-tolerance policy towards
sexual harassment in the workplace. It has adopted a
Policy on the Prevention, Prohibition and Redressal of
sexual harassment at the workplace, in line with the
provisions of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal)
Act, 2013, and the Rules made thereunder. The Policy
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, of your
Company has been made available on the Company’s
website, i.e., https://www.neetuyoshi.com/.

45. Transfer of Unpaid and Unclaimed Amounts to
Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies
Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("the IEPF
Rules"), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF, established
by the Government of India, after the completion of
seven years. Further, according to the Rules, the shares
on which dividend has not been paid or claimed by the
shareholders for seven consecutive years are also to be
transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid
dividend and corresponding equity shares on which
dividend were unclaimed/unpaid for seven consecutive
years which was required to be transferred as per the
requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of
the Act read with the relevant Rules made thereunder,
as there was no equity shares on which dividend has
not been paid or claimed for seven (7) consecutive years
or more, no shares are due for transfer to the IEPF as
notified by the Ministry of Corporate Affairs.

46. Human Resources

Our employees are our core resource and the Company
has continuously evolved policies to strengthen its
employee value proposition. Your Company was able

to attract and retain best talent in the market and the
same can be felt in the past growth of the Company.
The Company is constantly working on providing the
best working environment to its Human Resources with
a view to inculcate leadership, autonomy and towards
this objective; your company makes all efforts on
training. Your Company shall always place all necessary
emphasis on continuous development of its Human
Resources.

47. Compliance of the Provisions Relating to the
Maternity Benefit Act, 1961

The Company is fully committed to upholding the
rights and welfare of its employees in accordance with
the applicable laws. In line with this commitment, the
Company ensures strict compliance with the provisions
of the Maternity Benefit Act, 1961, as amended from
time to time and maternity benefits are extended to
100% of employees.

48. Director’s Responsibility Statement

The Board of Directors acknowledges the responsibility
for ensuring compliance with the provisions of
Section134(3)(c) read with Section 134(5) of the
Companies Act, 2013 in the preparation of the annual
accounts for the year ended 31st March, 2025 and state
that:

i. In the preparation of the annual accounts for
the financial year ended on 31st March, 2025,
the applicable accounting standards had been
followed along with proper explanation relating to
material departures;

ii. The directors had 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 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;

iv. The directors had prepared the annual accounts on
a going concern basis; and

v. 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.

vi. The Directors have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
are operating effectively.

49. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013,
Regulation 17(10) of the Listing Regulations and in line with
our corporate governance guidelines, peer evaluation of
all Board members, annual performance evaluation of
its own performance, as well as the evaluation of the
working of Board’s Committees was undertaken. This
evaluation is led by the Chairman of the Nomination
and Remuneration Committee with a specific focus
on the performance and effective functioning of the
Board and its Committees. The evaluation process,
inter alia, considers attendance of Directors at Board
and committee meetings, acquaintance with business,
communication inter se board members, the time spent
by each of the Board members, core competencies,
personal characteristics, accomplishment of specific
responsibilities and expertise.

The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on
the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes,
information and functioning etc.

The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee
Members on the basis of the criteria such as the
composition of Committees, effectiveness of
committee meetings, etc.

The report on the performance evaluation of the
Individual Directors was reviewed by the Board and
feedback was given to the Directors.

50. Secretarial Standards

Your Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors (SS-1)
and Secretarial Standards on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India
("ICSI") as may be amended from time to time.

51. Acknowledgements

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected
with the business of the Company.

b) The Shareholders, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their
valued patronage.

c) Company’s employees, customers and vendors for their continuous support.

For NEETU YOSHI LIMITED

(Formerly Neetu Yoshi Private Limited)

Himanshu Lohia Subodh Lohia

(Managing Director) (Director)

DIN: 08564450 DIN: 08564451

Add: 2/155, Jakhan, Rajpur road, Add: 2/155, Jakhan, Rajpur road,

Dehradun, Uttarakhand, India, 248001 Dehradun, Uttarakhand, India, 248001

Date: September 6,2025
Place: Dehradun