Dear Stakeholders,
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:
(Amount in Lakhs)
| Particulars |
Standalone Year ended 31.03. 2025 |
Standalone Year ended 31.03.2024 |
Consolidated Year ended 31.03. 2025 |
Consolidated Year ended 31.03.2024 |
| Revenue from Operations |
7019.89 |
4722.83 |
7059.12 |
4733.42 |
| Other Income |
22.03 |
11.94 |
21.81 |
11.94 |
| Total Revenue |
7041.92 |
4734.77 |
7080.93 |
4745.36 |
| Total Expenses |
5037.43 |
3220.26 |
5063.05 |
3226.85 |
| Profit/(Loss) before tax from continued |
2004.49 |
1514.51 |
2017.88 |
1518.51 |
| Tax Expenses for continued operations |
369.07 |
259.70 |
372.56 |
260.81 |
| Profit/(Loss) for the year |
1635.42 |
1254.81 |
1645.32 |
1257.70 |
| Other Comprehensive Income |
0.95 |
- |
0.95 |
- |
| Total Comprehensive Income for the Year |
1636.38 |
1254.81 |
1646.27 |
1257.70 |
| Basic Earnings per share (in Rs.) |
5.82 |
7.38 |
5.84 |
7.39 |
| Diluted Earnings per share (in Rs.) |
5.82 |
7.38 |
5.84 |
7.39 |
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 subdivided 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 ?10 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 ?10
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 subdivided 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
| Authorized Share Capital (after change) |
|
| 5,00,00,000 Equity Shares of ?5 each |
Rs. 25,00,00,000 /- |
| Paid-up Capital at the beginning of the year |
Rs. 3,88,28,000/- |
| Bonus Issue (25:10) |
Rs. 9,70,70,000/- |
| Paid-up Capital after Bonus Issue |
Rs. 13,58,98,000/- |
| Authorized Share Capital (after change) |
|
| Subdivision of Shares from Face Value of Rs. 10 each to Rs. 5
each |
Rs. 13,58,98,000/- |
| (2,71,79,600 Equity Shares of Rs. 5 each) |
|
| Private Placement of Equity Shares |
Rs. 68,00,500/- |
| Paid-up Capital after Private Placement |
Rs. 14,27,03,000/- |
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.
| Securities |
Name of the stock exchange |
Address |
| Equity Shares |
BSE Limited (BSE) |
PhirozeJeejeebhoy Towers, |
| ISIN: INE0UZO01024 |
Scrip Code - 544434 |
DalalStreet, Mumbai – 400 001 |
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-III" 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 reappointment 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:
| Name |
Designation |
Date of appointment |
Change in designation during the year |
| 1. Mr. Himanshu Lohia |
Managing Director & CFO |
20/01/2020 |
30/07/2024 |
| 2. Mr. Subodh Lohia |
Whole Time Director |
20/01/2020 |
30/07/2024 |
| 3. Mrs. Jyoti Sudhir |
Independent Director |
09/03/2024 |
- |
| 4. Mr. Kumar Sharat Chandra |
Independent Director |
24/05/2024 |
- |
| 5. Mrs. Saundarya Lohia |
Director |
30/07/2024 |
- |
| 6. Mr. Pranjul Gupta |
Company Secretary |
03/08/2024 |
- |
Mr. Kumar Sharat Chandra has been appointed as independent director
w.e.f 24th May, 2024. Mrs. Saundarya Lohia has been appointed as non-executive director
w.e.f 30th July, 2024. Mr. Pranjul Gupta, Company Secretary has been resigned w.e.f 11th
August, 2025.
18. Declarations By Independent Directors
In accordance with the provisions of Section 149(7) of the Companies
Act, 2013, each of the Independent Directors has confirmed to the Company that he or she
meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013
read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 (the Listing Regulations) as emended.
In the opinion of the Board of Directors, all Independent Directors of
the Company fulfils the conditions specified in the Act and Rules made thereunder.
19. Meeting of the Independent Directors
During financial year 2024-2025, one meeting of Independent Directors
was held without the presence of the Executive Directors or Management Personnel on
26-03-2025. At such meeting, the Independent Directors have discussed, among other
matters, the challenges faced by the Company, growth strategies, flow of information to
the Board, strategy, leadership strengths, compliance, governance, HR related matters and
performance of Executive Directors.
20. Internal control, Internal Financial Control & Risk Management
Internal Control
The Company has a robust system of internal control, commensurate with
the size and nature of its business and complexity of its operations.
The Company has a proper and adequate system of internal control. Some
significant features of the internal control systems are:
- Preparation of annual budgets and its regular monitoring
- Control over transaction processing and ensuring integrity of
accounting system by deployment of integrated ERP system
- Well documented authorisation matrix, policies, procedures and
guidelines covering all important operations of the company
- Adequate insurance of company's assets
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
| Name of Director |
Number of meetings entitled to attended
during Financial Year 2024-25 |
Number of meetings attended during
Financial Year 2024-25 |
| 1. Mr. Himanshu Lohia |
14 |
14 |
| 2. Mr. Subodh Lohia |
14 |
14 |
| 3. Mrs. Jyoti Sudhir |
IGN="RIGHT">14 |
7 |
| 4. Mr. Kumar Sharat Chandra |
12 |
5 |
| 5. Mrs. Saundarya Lohia |
7 |
7 |
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.
26. Vigil Mechanism
The Vigil Mechanism provides for (a) adequate safeguards against
victimization of persons who use the Vigil Mechanism; and (b) direct access to the
Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate
or exceptional cases. The Audit Committee of the Board has been entrusted with the
responsibility of overseeing the Vigil Mechanism.
27. Corporate Governance
The requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22,
23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not
applicable to the Company. In additions to the applicable provisions of the Companies Act,
2013 become applicable to the company immediately up on the listing of Equity Shares on
the BSE SME. However, the Company has complied with the corporate governance requirement,
particularly in relation to appointment of independent directors including woman director
in the Board, constitution of an Audit Committee and Nomination and Remuneration
Committee. The Board functions either on its own or through committees constituted
thereof, to oversee specific operational areas.
28. Particulars of Loans Given, Investment Made, Guarantees Given and
Security Provided
Pursuant to the provisions of Section 186 of the Act read with the
Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), particulars relating to Loans, Guarantees and Investments are
furnished in the notes to the Financial Statements, forming part of this Annual Report.
29. Subsidiary & Associate Company
Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014, Statement containing salient features of the
financial statement of subsidiaries is given in the ‘Form No. AOC-1' as
Annexure-I. The Company has following subsidiaries companies as on 31st March, 2025:
| Name of the company |
CIN |
Relation |
Holding in % |
Changes during the year |
| 1. Neetus Delight Private Limited |
U15490UR2021PTC012561 |
Subsidiary Company |
60.00% |
NA |
30. Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Out Go
The details of conservation of energy and technology absorption are
applicable to the Company as the Company is engaged in the manufacturing of customized
products in different grades of ferrous metallurgical products. Further, the foreign
exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with
the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as
"Annexure-V" and forms part of this report.
31. Statement pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.In accordance
with the provisions of the second proviso to Section 136(1) of the Companies Act, 2013 and
as advised, the Annual Report, excluding the aforesaid information, is being circulated to
the members of the Company. Members who wish to access the excluded information may
request the same by writing to contact@neetuyoshi.com
32. Material Changes between the Date of the Board Report and end of
financial year
There are no material changes and commitments affecting the financial
position of the company between the end of the financial year to which Balance Sheet
relates and the date of Director's report.
33. Management Discussion and Analysis (MD&A) Report
Pursuant to the provisions of Part B of Schedule V read with Regulation
34(3) of the Listing Regulations, the Management Discussion and Analysis capturing your
Company's performance, industry trends and other material changes with respect to
your Company and its Subsidiaries, wherever applicable, are provided in a separate section
and forms part of this Annual Report.
34. Significant and Material Orders Passed By the Regulators or Courts
or Tribunals Impacting the Going Concern status and Company's Operations in Future
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.
35. Loans from Directors
During the year under review, the Company has not availed any loans
from its directors.
36. Remuneration/Commission drawn from Subsidiary Companies
During the year under review, the directors of the Company have not
received remuneration / commission from the subsidiary Companies.
37. Deposits:
As on March 31, 2025, the Company has not accepted any deposits from
the public under section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
38. Change in the Nature of the Business
During the Financial year under review, there are no changes in the
nature of the business of the Company.
39. One-Time settlement
During the year under review, the Company has not entered into any
one-time settlement with Banks or financial institutions during the year, therefore, there
was no reportable instance of difference in amount of valuation.
40. Committee of board of directors of the Company
The Company has duly constituted the following mandatory Committees in
terms of the provisions of the Act & the Listing Regulations viz., a. Audit Committee;
b. Nomination and Remuneration Committee; and c. Stakeholders' Relationship
Committee. a. Audit Committee
Your Company has duly constituted an Audit Committee in compliance with
the provisions of Section 177 of the Act read with Rule 6 of the Companies (Meeting of
Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The
members of the Audit Committee possess sound knowledge on accounts, audit, finance,
taxation, internal controls, etc.
The Audit Committee of your Company comprises of the following members
as on the end of the year:
| Name of Members |
Designation |
Name of Directorship |
| 1 Jyoti Sudhir |
Chairperson |
Director |
| 2 Saundarya Lohia |
Member |
Director |
| 3 Kumar Sharat Chandra |
Member |
Director |
During the year under review, the Audit Committee duly met 2 (Two)
times viz. on July 30,.2024 and August 28, 2024.
| Name of Members |
Designation |
No. of Meetings held |
No. of Meetings attended |
| Jyoti Sudhir |
Chairperson |
2 |
2 |
| Saundarya Lohia |
Member |
2 |
2 |
| Kumar Sharat Chandra |
Member |
2 |
2 |
During the year under review, all recommendations made by the Audit
Committee to the Board of Director were accepted by the Board.
b. Nomination and Remuneration Committee
Your Company has constituted a Nomination and Remuneration Committee in
compliance with the provisions of Section 178 of the Act, 2013, read with Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the Listing
Regulations.
The Nomination and Remuneration Committee of your Company comprises the
following members as on the end of the year:
| Name of Members |
Designation |
Name of Directorship |
| 1 Jyoti Sudhir |
Chairperson |
Director |
| 2 Saundarya Lohia |
Member |
Director |
| 3 Kumar Sharat Chandra |
Member |
Director |
During the year under review, the Nomination and Remuneration Committee
duly met 2 (Two) times viz. on July 30, 2024 and August 3, 2024.
The number of meetings attended by each member during the year under
review are as follows:
| Name of Members |
Designation |
No. of Meetings held |
No. of Meetings attended |
| Jyoti Sudhir |
Chairperson |
2 |
2 |
| Saundarya Lohia |
Member |
2 |
1 |
| Kumar Sharat Chandra |
Member |
2 |
2 |
The Nomination and Remuneration Policy of your Company has been made
available on the website of the Company.
c. Stakeholders' Relationship Committee
Your Company has constituted a Stakeholders Relationship Committee in
compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the
Listing Regulations. The Stakeholders Relationship Committee of your Company comprises of
the following members as on the end of the year:
| Name of Members |
Designation |
Name of Directorship |
| 1 Jyoti Sudhir |
Chairperson |
Director |
| 2 Saundarya Lohia |
Member |
Director |
| 3 Kumar Sharat Chandra |
Member |
Director |
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.
| Particulars |
Details |
| 1. Number of complaints filed: |
NIL |
| 2. Number of complaints disposed: |
NIL |
| 3. Number of complaints pending as on 31st March 2025: |
NIL |
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 |
|
|