The Directors hereby present the Thirty First Annual Report of Yogi Infra Projects Limited

(formerly known as Yogi Sung-Won (India) Limited) (hereinafter referred to as 'YIPL / the
Company') on the business and operations of the Company along with the Audited
standalone and consolidated financial statements and Auditors' reports thereon for the
financial year (hereinafter referred to as 'FY') ended March 31, 2024 (hereinafter referred to
as 'year under review').

1. Financial Results

(^ in lakh)

2. Dividend:

Your Directors regret their inability to recommend any dividend for the financial year
ended March 31, 2024.

Further during the year under review, the Company was not required to transfer any
unpaid/ unclaimed amount of dividend to Investor Education and Protection Fund
(hereinafter referred to as 'IEPF').

3. Review of Operations:

The Company has not generated any revenue from its operations during the year
under review. The Company is exploring its options for entering into redevelopment
projects and is focused on undertaking projects keeping in mind the ever changing
customer preferences for residential and commercial properties.

The Company believes that the overall real estate sector is in a sustained recovery
phase and hence the Company is constantly striving towards obtaining real estate
projects.

Meanwhile, the Company continues to earn from its Non-operational activities.

The management is in the process of devising a futuristic and strategic roadmap for
the Company. The Company is also keeping all operating expenses under tight control.

4. Change in the nature of business:

The Company is in the business of all kinds of infrastructure establishers/developers,
real estate advisers/consultants/brokers, real estate agents builders promoters,
developers of apartments, commercial buildings, factory buildings, hotels, malls,
office buildings, residential flats and other civil structures and/or dealers in real
estate's such as land, building, factory sheds, apartment, flats, hotels, cinema
theatres, shopping complex, commercial premises, industrial sites, industrial sheds,
guest houses, lodging houses, hotels, cottages, tourist bungalows, commercial
premises, all other types of civil structures and places of entertainment, recreation
and pleasure and other immovable properties of all kinds and description and/or any
interest therein and to acquire by purchase, lease or otherwise lands, sites, buildings
or any other civil structure and to build shops, buildings, godowns, hotels, restaurants,
cinema theatres, touring talkies and other structures and/or to lease, Sold, mortgage,
hypothecate or otherwise dispose of or deal in any other way in such lands, sites,
buildings and other structures.

Further during the year under review, there has been no change in the nature of
business of the Company.

5. Share Capital:

As on March 31, 2024, the issued, subscribed and paid-up Share capital of your
Company was ^ 16,84,58,000 comprising of 16845800 equity Shares of ^ 10 each.

For further details on the Share Capital, kindly refer to Note 9 of notes to Accounts of
the financial statements.

6. Material changes and commitments, if any, affecting the financial position of the
Company:

There have been no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year
of the Company to which the financial statements relate to and the date of report.

7. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future:

There have been no significant or material orders passed by the regulators or courts
or tribunals impacting the going concern status and the Company's operations in
future.

8. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company has the following Subsidiary Companies during the year under review:

As per Rule 5 of the Companies (Accounts) Rules, 2014, the details of the Subsidiaries
are provided in Form AOC 1 which is annexed as Annexure A.

9. Board of Directors

(a) Changes in the composition of the Board during the year under review:

There were no changes in the composition of the Board of Directors during the
year under review.

(b) Changes in the composition of the Board post the year under review and upto
the date of this report:

(i) Mr. Jitendra Kumar Pareek (DIN: 09619589), Independent Director of
the Company, has tendered his resignation with effect from September
6, 2024;

(ii) Mr. Basdueo Kashi Prasad Agarwal (DIN: 00462889), Independent
Director of the Company, has tendered his resignation with effect from
September 6, 2024;

(iii) Mr. Sanjay B Agarwal (DIN: 00462902) was appointed as Chairman of
the Board of Directors at the Board meeting held on September 6,
2024, subject to approval of the Members at the ensuing Annual
General Meeting of the Company. Mr. Agarwal's appointment hence
forms a part of the notice of the Annual General Meeting;

(iv) Mr. Rajesh Basudeo Agarwal (DIN: 00462895) was appointed as
Managing Director of the Company with effect from September 6,
2024. Mr. Agarwal's appointment hence forms a part of the notice of
the Annual General Meeting.;

(v) Mr. Kumar Muthu Konar (DIN: 10769577) was appointed as Additional
Director (Independent Director) with effect from September 6, 2024,
subject to approval of the Members at the ensuing Annual General
Meeting. Mr. Konar's appointment hence forms a part of the notice of
the Annual General Meeting.

(c) Director liable to retire by rotation:

In terms of the provisions of Section 152 of the Companies Act, 2013 and the
provisions of the Articles of Association of the Company, Ms. Chetna Sanjay
Agarwal, Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers herself for reappointment.

The Board recommends his re-appointment.

(d) Declaration by the Independent Directors:

The Company has received the necessary declarations from each of the
Independent Directors under section 149(7) of the Companies Act 2013 that
they meet the criteria of Independence laid down in Section 149(6) of the
Companies Act, 2013.

During the year, the non-executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees,
commission, and reimbursement of expenses incurred by them to attend the
meetings of the Company.

(e) Number of Meetings of the Board:

The Board of Directors duly met 7 (Seven) times during the year under review
in respect of which proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose.

(f) Company Policy on Director Appointment, Remuneration and Annual Formal
Evaluation:

The Company has in place a policy relating to Directors Appointment,
remuneration and other related matters under Section 178(3) of the
Companies Act, 2013.

Appointment and evaluation of the Independent Directors is governed by the
Code for Independent Directors provided in Schedule IV of the Companies Act,
2013.

Pursuant to the provisions of the Companies Act, 2013, the Independent
Directors at their meeting held on March 28, 2024 have carried out annual
performance evaluation of the non- Independent Directors individually as well
as of the Chairperson.

(g) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the
Companies Act, 2013 read with relevant rules framed therein:

(i) Audit Committee:

The composition of the Audit Committee is covered under the
Corporate Governance Report.

During the year under review, there were no instances, where the
Board did not accept any recommendations of the Audit Committee.

(ii) Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is
covered under the Corporate Governance Report.

During the year under review, there were no instances, where the
Board did not accept any recommendations of the Nomination and
Remuneration Committee.

(iii) Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee is
covered under the Corporate Governance Report.

(h) Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil
Mechanism for the Employees to report genuine concerns or grievances to the
Chairperson of the Audit Committee or the Ombudsman and take steps to
resolve the issues amicably. The policy can be accessed from the website of
the Company at the following link:

http://www.yogiinfraproiects.co.in/Policies/3.%20Vigil%20Mechanism%20&

%20Whistleblower%20Policy.pdf

(i) Directors' Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the
Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended March 31,
2024, the applicable accounting standards had been followed and
there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied
them consistently and made iudgments 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 laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively; and

(vi) 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.

10. Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions
of all applicable Secretarial Standards and such systems are adequate and operating
effectively.

11. Key Managerial Personnel:

The following changes took place in the Key Managerial Personnel during the year
under review:

(a) Ms. Tarana Sankhla was appointed as Company Secretary & Compliance
Officer of the Company with effect from May 2, 2023;

The following changes took place in the Key Managerial Personnel after the end of the
year under review and up to the date of this report:

(b) Mr. Rajesh Basudeo Agarwal resigned as the Chief Financial Officer of the
Company with effect from September 6, 2024;

(c) Mr. Yogesh N Dave was appointed as the Chief Financial Officer of the
Company with effect from September 6, 2024.

12. Auditors:

(a) Appointment of Statutory Auditors:

Sarda Soni Associates LLP, Chartered Accountants, Mumbai, (ICAI Firm
Registration Number: 117235W), were appointed up to the conclusion of the
Annual General Meeting of the Company for financial year 2024. As the term
of the aforesaid auditors have ended and pursuant to section 139(2) of the
Companies Act, 2013, the Company will now have to appoint a different
Statutory auditor/auditor's firm.

The Board of Directors recommend the appointment of M/s. J S Bhatia & Co
Associates, Practicing Chartered Accountants, Mumbai, as the Statutory
Auditors of the Company for a term of 5 (five) consecutive years.

M/s. J S Bhatia & Co Associates, Practicing Chartered Accountants, Mumbai,
have given their requisite consent and eligibility for appointment as Statutory
auditors of the Company.

The Members are hence requested to consider and approve their appointment
for a term of five consecutive years, to hold office from the conclusion of this
Annual General Meeting until the conclusion of the Annual General Meeting
to be held in the year 2029.

(b) Auditors' Report:

The report issued by the Statutory Auditors on the Financial Statements of the
Company for the financial year ended March 31, 2024, forms part of this
Annual report. There are no qualifications, reservations or adverse remarks
made by the Statutory Auditors in their report.

(c) Details in respect of Frauds Reported by the Auditors under sub section (12) of
Section 143 other than those reportable to the Central Government:

No fraud was reported by the Auditors to the Audit Committee or the Board
during the year under review.

13. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors appointed KNK & Co LLP, Company Secretaries in Practice
(hereinafter referred to as 'KNK & Co LLP'), having firm registration number
L2018MH002800 to undertake Secretarial Audit of the Company for financial year
2023-24.

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as 'Annexure B',
and forms an integral part of this report.

The Secretarial Audit report contains the following qualification:

The Company had delayed the submission of details of related party transactions for
the half year ended March 31,2023 with BSE Limited pursuant to Regulation 23(9) of
SEBILODR, 2015.

Management response:

The details of the Related party transactions were filed with BSE Limited inadvertently
with a delay of two days post the due date.

14. Deposits:

The Company has neither invited nor accepted any deposits during the year under
review. Accordingly, no amount of principal or interest related thereto was
outstanding as on March 31, 2024.

15. Particulars of Loans, Guarantees or Investments:

The details of Investments made and loans given are provided in Note No. 5 & 7 of the
Standalone Financial Statements respectively which forms part of the Annual Report.

16. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return
as on March 31, 2024 is available on the Company's website and may be accessed at
the following web link

http://www.yogiinfraproiects.co.in/.

17. Particulars of contracts or arrangements with related parties:

There were no materially significant related party transactions entered by the
Company with its Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.

18. Corporate Social Responsibility

The provisions of Section 135 with respect to Corporate Social Responsibility were not
applicable to the Company during the year under review.

The Company was also not required to develop or adopt any policy on Corporate Social
Responsibility during the year under review.

19. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and
procedures for the financial reporting and evaluated the effectiveness of Internal
Control Systems. The internal control systems are commensurate with the size, scale
and complexity of its operations.

20. Internal & Concurrent audit:

The Company conducts its Internal and Statutory audit within the parameters of
regulatory framework which is well commensurate with the size, scale and complexity
of its operations.

The Internal Auditors monitor the efficiency and effectiveness of the internal control
systems in the Company. Significant audit observations and corrective actions thereon
are presented to the Audit Committee.

21. Statement on remuneration of employees of the Company:

The Company has Two Executive Directors of the Company, one of whom is an
Executive Chairman and the other is a Managing Director of the Company.

(a) The particulars of the employees who are covered by the provisions contained
in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are:

Employed throughout the year Nil

Employed for part of the year Nil

(b) The remuneration paid to all key management personnel was in accordance
with remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the
members and others entitled thereto, excluding the information on employees'
particulars which is available for inspection by the members at the Registered office
of the Company during business hours on working days of the Company up to the date
of ensuing Annual General Meeting. If any member is interested in inspecting the
same, such member may write to the Company Secretary in advance.

None of the employees hold (by himself/herself or along with his spouse and
dependent children) more than two percent of the Equity Shares of the Company.

22. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on prevention, prohibition and Redressal of 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 for prevention and Redressal of complaints of sexual harassment at
workplace.

The following is a summary of Sexual Harassment complaints received and disposed
off during the year under review:

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:

The detail of conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo is annexed as 'Annexure C'.

24. Code of conduct:

The Board of Directors has approved a policy on Code of Conduct which is applicable
to the Board of Directors and Senior Management Personnel of the Company. It is
confirmed that all Directors and Senior Management Personnel have affirmed their
adherence to the provisions of the Code of Conduct during the year under review.

The code of conduct policy of the Company can be accessed at
http://www.vogiinfraproiects.co.in/Policies/2.Code%20of%20Conduct%20policv%20
of%20the%20Company.pdf

25. One time settlement with Banks or Financial Institution:

There was no instance of one time settlement with any Bank or Financial Institution.

26. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016

There is no proceeding initiated / pending under the Insolvency and Bankruptcy Code,
2016.

27. Acknowledgements:

Your Directors acknowledge with gratitude, the help and support received from its
Shareholders, Bankers, customers, Exchanges and Regulators and hope to continue to
get such support in times to come.

Your Directors also wish to place on record their appreciation for the contribution
made by employees at all levels.

By the order of the Board of Directors
For Yogi Infra Projects Limited

Sd/-

Sanjay Agarwal

Mumbai Executive Chairman

September 6, 2024 DIN: 00462902