Directors Report of Yamini Investments Company Ltd.

Mar 31, 2024

The Directors have pleasure in presenting their 41st Annual Report of the Company together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31^st March, 2024 as compared to the previous year is as below:

Particulars	Year ended 31.03.2024 (Amount in thousand)	Year ended 31.03.2023 (Amount in thousand)
Total Income	99,083.51	63,930.85
Total Expenditure	95,682.39	61,084.75
Profit/(Loss) before Tax	3,401.12	2,846.10
Less: Current tax	884.29	739.98
Profit/(Loss) After Tax	2,516.83	2,106.12
Paid up Share Capital	5,25,726.40	5,25,726.40
Reserve And Surplus	1,51,263.50	1,47,982.82

The Company has earned profit after tax of Rs. 25,16,830 (Rs. Twenty-five Lakhs sixteen thousand eight hundred and thirty) during the current financial year as against Rs 21,06,120/- (Rs. Twenty-one Lakh Six Thousand one hundred and twenty Only) earned during the previous financial year. Profit before tax is 34,01,120/- (Rs. Thirty-Four Lakhs One Thousand one hundred and twenty only) as compared to 28,46,100/-(Rs. Twenty-Eight Lakhs Forty-six thousand one Hundred only) 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 2023-24. 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 ''

Your 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,2024 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 nol 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, your 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:
	Sr. No.	Name Of Directors	Designation	Date of Appointment
	1.	Mrs. Vandana Agarwal	Executive Director	24.01.2013
	2.	Mr. Manish Dalmia	Executive Director	28.08.2021
	3.	Mr. Satanand Pandey	Independent Director	14.11.2018
	4.	Mr. Girish Verma	Independent Director	10.08.2019
	5.	Ms. Priti Rao	Independent Director	02.09.2020
	6.	Ms. Rubi Nandi	Executive Director	05.09.2023

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 7 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:

30.05.2023, 31.07.2023, 14.08.2023, 05.09.2023, 14.11.2023 12.02.2024 & 29.03.2024.

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 16.03.2024 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

Ms. Rubi Nandi was appointed as an Additional Director of the Company w.e.f. 5^th September, 2023. However, her appointment was confirmed in the Annual General Meeting held on 29^th September, 2023.

Ms. Taniya Rao has resigned from the position of Executive Director w.e.f. 05.09.2023.

Mr. Satanand Pandey and Mr. Girish Verma was re-appointed as Independent Director of the Company for the second tenure of 5(five) years w.e.f. 05.09.2023.

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.

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, 2024, 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 2023-24.

The Secretarial Audit report for FY 2023-24 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 2023-24.

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 2023-24.

COST AUDIT AND MAINTENANCE OF COST RECORDS

As on March 31,2024, 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

Your 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.

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

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Mar 31, 2023

The Directors have pleasure in presenting their 40^th Director Report & Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2023.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31^st March,2023 as compared to the previous year is as below:

Particulars	Year ended 31.03.2023 (Amount in thousand)	Year ended 31.03.2022 (Amount in thousand)
Total Income	63930.85	51382.39
Total Expenditure	61084.75	48549.17
Profit/(Loss) before Tax	2846.10	2833.21
Profit/(Loss) After Tax	2106.12	2096.57
Paid up Share Capital	5,25,726.40	5,25,726.40
Reserve And Surplus	147982.82	147044.94

FINANCIAL PERFORMANCE & HIGHLIGHTS

The Company has earned profit after tax of Rs. 21,06,080/- (Rs. Twenty one Lakhs Six Thousand Eighty Only) during the current financial year as against Rs. 20,96,574/- (Rs. Twenty Lakhs Ninety Six Thousand Five Hundred Seventy Four Only) earned during the previous financial year. Profit before tax is 28,46,060/- (Rs. Twenty Eight Lakhs fourty six Thousand and Sixty only) as compare d to 28,33,214/- (Rs. Twenty-Eight Lakhs Thirty Three Thousand Two Hundred and Fourteen only) in previous year.

RESERVES & SURPLUS

There is no amount transferred in general reserve or special reserve from the Current year profit.

DIVIDEND

To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this financial year 2022-23. The Board assures you to present a much strong financial statements in coming years.

DEPOSITS

As on 31.03.2023, the company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act,2013 read together with the companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the Company during the year.

CHANGES IN SHARECAPITAL

The paid- u p equity share capital as on 31^st March,2023 was Rs.52,57,26,400/- (Fifty Two Crore Fifty seven Lakhs Twenty Six Thousand four hundred). There is no change in the capital structure of the company during the year, as no new shares were issued and there is no capital reduction or restructuring done by the Company during the period under consideration.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company has been adhering to the directions and guidelines as required. There port on the code of corporate governance is annexed separately in this Annual report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

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 INVESTMENTSUNDER 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 is given in the balance sheet and schedule of Loans and Advances.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company 31^st March, 2023 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, your 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 forma complete and effective Risk Management System (RMS).

The Board of the Comoanv during the Financial Year was as follows:

Sr. No.	Name Of Directors	Designation	Date of Appointment
1.	Mrs. Vandana Agarwal*	Executive Director	24.01.2013
2.	Mr. Manish Dalmia	Managing Director	28.08.2021
3.	Mr. Satanand Pandey	Independent Director	14.11.2018
4.	Mr. Girish Verma	Independent Director	10.08.2019
5.	Ms. Priti Rao	Independent Director	02.09.2020
6.	Ms. Taniya Rao	Executive Director	02.08.2022

The Companies Act,2013, provides for the appointment of independent directors. Sub-section (10) of Sectionl49 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to 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.

BOARD EVALUATION

Regulation 17 of SEBI (LODR) Regulations, 2015 of 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.

Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

MANNER IN WHICH FOR MANUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the performance evaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings, strategies perspective or inputs regarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed the satisfaction with the evaluation process.

Details of program for familiarization of independent directors of the company are accessible on yours company website at https://www.vaminiinvestments.co.in/policies.html.

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:

30/05/2022, 02/08/2022, 24/08/2022, 14/11/2022 and 13/02/2023.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 13.02.2023 and reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of following formation between the Company, management and the Board and expressed satisfaction.

CHANGE IN DIRECTORS AND KMP DURING THE YEAR:

Mrs. Taniya Rao was appointed as an Additional Director of the Company w.e.f. 2^nd August, 2022. Thereafter she was confirmed in the Annual General Meeting as Director dated 24^th September, 2022.

Ms. Kalpana Agarwal was appointed as Company Secretary of the Company w.e.f. 30^th May, 2022.

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://www.vaminiinvestments.com/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.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

TheCompanyhasorganizedthefollowingworkshopsforthebenefitofDirectorsandlndependentDirectors:

(a) A program on how to review, verify and study the financial reports;

(b) A program on Corporate Governance;

(c) Provisions under the Companies Act,2013; and

(d) SEBI InsiderTrading Regulation,2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment out lining his/her role, functions, duties and responsibilities as a director.

SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

During the year none of Companies became and ceased as Subsidiaries, joint ventures or associate companies of the Company.

COMMITTEES OF THE BOARD

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

3. Stake Holders Relationship Committee.

A detailed note on theBoardanditscommitteesisprovidedunderthecorporategovernancereportsectioninthisAnnual Report.

DECLARATION AND DISCLOSURE BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of theCompaniesAct,2013, that he/she meets the criteria of independence laid down in Sectionl49 (6) of the Companies Act, 2013 and specified under Regulation 16(l)(b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Company.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015.

INDEPENDENT DIRECTORS'' DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149 (6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty Lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

¦ holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

¦ is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

> a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

DIRECTORS¹ RESPONSIBILITY STATEMENTAS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT.2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act,2013

(''the Act''), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The directors here by confirm that:

1. In preparation of the annual accounts for the financial year ended March31, 2023, 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 and loss 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

STATUTORY AUDITORS

M/s SSRV & Associates, Chartered Accountants, Firm Registration No. 135901W, Mumbai with Vishnu Kabra assigning partner were appointed as Statutory Auditors of the Company from the financial year 2021-22 at the Annual General Meeting ("AGM") held during 2018 for a term of Three financial years commencing from 2025-26 and until 2022-23. Considering the performance and experience of M/s SSRV & Associates, a resolution for reappointing M/s. SSRV & Associates, Chartered Accountants, as Statutory Auditors, with Satyendra Sahu as signing partner(s) for a second term of five financial years has been proposed by the Board of Directors on the recommendation of the Audit Committee and the said appointment is subject to approval of the Shareholders at the ensuing Annual General Meeting.

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.

SECRETARIAL AUDITOR

Mr. Akhil Agarwal, Practicing Company Secretary as a Secretarial Auditor was appointed to conduct the Secretarial Audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The Secretarial Audit report for FY 2022-23 forms part of the Annual Report and part of the Board''s report as Annexure-1.

COST AUDITORS

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor and cost accounts and records are not required to maintain by the company.

During the year under review, the Statutory Auditor and Secretarial 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 Act details of which needs to be mentioned in this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review, no company became or ceased to be a Subsidiary/Joint Venture/Associate of the Company.

POSTAL BALLOT:

No postal ballot was held during the year 2022-23.

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

No cases were filed during the Financial Year 2022-23 under Sexual Harassment of Women at work place (Prevention, Prohibition & Redressal) Act, 2013. In addition of the above the company has constitute "Internal Complaints Committee" as per Section 4 of the Sexual Harassment of Women at work place (Prevention, Prohibition & Redressal) Act, 2013.

A. No of Complaint filed during the Financial Year 2022-23: NIL,

B. No of Complaint disposed during the Financial Year 2022-23: NIL,

C. No of Complaint pending as on end of the Financial Year 2022-23: NIL,

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, or employees and society. That is how we define our corporate responsibility. But as per Section 135 of Companies Act, 2013 your company is out of the preview of this responsibility.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website www.vaminiinvestments.co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stake holders. The Code gives guidance

through examples on the expected behavior from an employee in a given situation and there porting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with in stance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concern sandal so that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Policy has been posted on the Company''s website www.yaminiinvestments.com.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation there of are discussed in detail in the Management Discussion and Analysis report that forms part of the 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 insecurities 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.

SIGNIFICANT AND MATERIAL ORDERS

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

EXTRACT OF ANNUAL RETURNS

In accordance with Sectionl34(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure -2.

1. The Paid-up capital of the Company is Rs. 52,57,26,400/- consisting of 52,57,26,400 equity shares of facevalueofRe.l/-each.

2. The Board of Directors of the company consists of 6 Directors (as on the date of the Adoption of Annual Return & Director Report) namely Mr. Manisha Dalmia Managing Director, Mrs. Vandana Agarwal Director,

Mr. Girish Verma Independent Director, Mr. Satanand Pandey Independent Director, Ms. Priti Rao Independent Director and Ms. Taniya Rao, Executive Director of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding consists of 93,45,500 equity shares of Rs. 1/- each amounting to 1.78%. There was no paid dividend during the year.

CFO CERTIFICATION:

TheChiefExecutiveOfficerandChiefFinancialOfficerCertificationasrequiredunderRegulationl7(8) read with Part B of Schedule of the SEBI (LODR) Regulation, 2015 have been appended to this report in Annexure 4.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are as under.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

ACKNOWLEDGEMENTS

Your 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.

Your 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/-

_nl „ . . Manish Dalmia Vandana Agarwal

Place: Mumbai Director

Date: 05/09/2023 Managing Director DIN-02347593

DIN:05155708

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Mar 31, 2015

To,

The Shareholders, Yamini Investments Company Limited

The Directors have pleasure in presenting their 32nd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2015 as compared to the previous year is as below.

Particulars Year ended 31.03.2015 Year ended 31.03.2014 (Rs. Lakhs) (Rs.Lakhs)

Total Income 12,58,66,503.94 98,57,196.72

Total Expenditure 12,09,26,550.25 93,62,222.70

Profit/(Loss) before Tax 49,39,953.69 4,94,974.02

Profit/(Loss) After Tax 32,85,055.68 3,39,974.02

Paid up Share Capital 52,57,26,400 24,00,000

Reserve And Surplus 131,714,262 6,14,764.04

OPERATIONS

The Company has earned profit after tax of Rs. 32, 85,055.68/- during the current financial year as against Rs. 3, 39,974.02/- earned during the previous financial year. Profit before tax is 49, 39,953.69/- as compared to 4, 94,974.02/- in previous year.

DIVIDEND

In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of the Companies Act, 2013, the board regrets its inability to declare any dividend for the year under review.

DEPOSITS

As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

DIRECTORS

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to 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.

The Board has recommended the appointment of Mr. Surendra Kumar Sharma and Mr. Deep Chand Sharma as the Independent Director of the company with effect from 17.01.2015 and appointment will be confirmed by the members at the Annual general meeting to be held on 30th September, 2015 as required under Section 149(10). Both the Directors are not liable to retire by rotation.

During the year under review the following directors due to preoccupation resigned from the Board of the company, Mr. Mahesh Prasad Bansal and Ms. Meena Bansal Director of the Company resigned from the Board on 14/08/2014 and Kirti Agarwal Director of the company resigned from the Board on 30/04/2014

NUMBER OF MEETINGS OF THE BOARD

The Board met 11 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.

COMMITTEES OF THE BOARD

Currently, the Board has five committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, 5. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives-

- holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

- is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

- a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, 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 and loss 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

STATUTORY AUDITORS

M/s. Agarwal Desai And Shah, Chartered Accountants(FRN: 124850W) are Propose to be appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITOR'S REPORT

The Auditors have not made any qualification 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.

SECRETARIAL AUDITOR

Ms. Rachna Bhasin, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as Annexure -1.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.einsedutechltd.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

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.

ACKNOWLEDGEMENTS

Your 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. Your 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/-

Place : Mumbai Vandana Agarwal

Date : 13.08.2015 Director

DIN-02347593

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Mar 31, 2014

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

Particulars Financial Year ended (in rupees) 31st March, 31st March, 2014 2013

Total Income 9,857,196.72 39,608,362.00

Total Expenditure 9,362,222.70 39,526,285.98

Profit/ (Loss) before tax 494.974.02 82,076.02

Profit/ (Loss) after tax 339,974.02 56,715.02

Paid-up Share Capital 2,400,000 24,00,000

Reserves and Surplus 6,14,764.04 274792.02

Material changes and commitments affecting the financial position of the Company after the close of financial year

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2014 till the date of this report except the following:

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption arc not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars arc required to be disclosed in this Report.

Vigil Mechanism

The Board of Directors have established Vigil Mechanism for directors and employees.

Directors

During the year under review, there has been no change in the composition of the Board of Directors of the Company.

Compliance Certificate

The Company has obtained the necessary Compliance certificate from Ms. Rachna Bhasin, Practicing Company Secretary.

Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment A certificate under section 224(1) of the Companies Act 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

e. the directors had laid down internal financial controls to be followed by the company and that such internal controls arc adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

Stock Exchange Listing

The Equity Shares of the Company are listed at the BSE Ltd. The Company has already paid listing fees for the financial year 2013-14 to BSE.

Corporate Governance

Corporate Governance Report forms part of the Directors Report.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board For Yamini Investments Company Ltd

Sd/- Sd/- Date: 14th August, 2014 Vandana Agarwal Mukesh Mittal Place; Mumbai Director Director DIN: 02347593 DIN: 05300556

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Mar 31, 2013

The Directors present the Annual Report of your company together with the Audited Annual account for the financial year ended 31st March.2013

Financial Highlights

Particulars Financial Year ended

(in rupees)

31st March,2013 31st March,2012

Total Income 3,96,08,362 42,62,884

Total Expenditure 3,95,26,286 42,53,358

Profit/Loss before tax 82,076 9,526

Profit/ Loss after tax 86,715 6,526

Paid-up share capital 24,00,000 24,00,000

Reserve and surplus 2,74,792 2,17,411



Material changes and commitment affecting the financial position of the Company after close of financial year

Save as mentioned elsewhere in this Report, no maternal changes and commitment during financial position of the Company that occurred between the end of" the financial are of the Company 31st March, 2013 nil the of this report except the following:

Dividend

In view of magma profit made by the Company, your Director regret their inability if vroom and any dividend.

Public Deposits

During the year under report, your Company did not accept any deposit! from the public in ten of the Provo of section 5SA of the Companies Act. 1956.

a. Conservation of Energy & Technology Observation: Since the Company not eared in any manufacturing activity, issue relating to enervations of enemies and technology observation are not quite role not to the near future as well.

b. Export Activities; There was no export activity m the Company during the year and review The Company not immediate plant for export to the near future as well.

Particulars of Employees

During the financial year under review, none of the Company employees in recruit of the under section 217 (2A) of the companies Act, 1956. read with the companies (Particulars of Employees Rules 1975 and hence no particulars are required to be disclosed in this Report.

Director

After the lost Annual General Meeting Mr. Norayan the ceased to be director w.e.f 24/01/2014 Mrs Vandana Agarwal and Mr Mukeih Mitral appointed us additional directors of the Company with effect from 24/01/2013.

Additional directors namely Mr Vandana Agarwal and Mr. Mukeih Mittal. hold office until of date of the ensuing Annual General Meeting. Their appointment as ordinary Directors of the Company on placed before the ember for retiree. The Board recommends resolutions for adoption by the members.

Auditors

M/s V.N.Pantbit & Co, Chartered Accountants. Statutory Auditors of the Company hold of the conclusion of the enduing Annual General Meeting and being eligible offer then elm for re-appointment a certificated under tauten 224 (1)of the Cordiant Act, 1956 regarding their eligibility for the proponed re-appointment ha* been obtained from the if Your life retire recommend their re- appointment

Auditors Report

Comments made by the Statutory Auditor* in die Auditor'' Report are self- expanders and do a require any further clarification. -Secretarial Compliance Certificate

Director''s Responsibility Statement

In terms of the provisions of section 217 (2AA) of the companies Act,1956 and to the best of knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report the attached Annual Accounts and the Auditors Report thereon your Directors confirm that;

a. in preparation of the annual accounts, the applicable accounting standard) have been lowed.

b. the Directors have selected Much Accounting phonics and applied diem consistently made functions and estimates thin are reasonable and prudent to as to get a true and fair view of the mile of affairs of Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date:

e. The Directors have taken proper and sufficient core for the maintenance of -decorate counting records in incoming with the purifiers of the Act for safeguarding the adieux of me Company and for porting aid detecting fraud and other irregularities; and

d. the Directing have prepared the Annual Accounts on a going concern basis.

Acknowledgement.

Your Director take this opportunity to place on record their sincere appreciation for the co-appointment and assistance the company has received from Banks and various Government Department The Board also place on record it opportunity of the devoted services of the employed support and co-operation expended by the valued business associates of the company.

For and on Behalf of the Board

For Yamini Investments Company Ltd.

Sd/- sd/-

Date :4th August,2013 Vandana Agarwal Kirtiwarwal

place; Mumbai Director Director

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Mar 31, 2012

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights

Particulars Financial Year ended (in rupees) 31st March, 2012 31st March, 2011

Total Income 42,62,884 2,78,471

Total Expenditure 42,53,358 2,70,354

Profit/ (Loss) before tax 9,526 8,117

Profit/ (Loss) after tax 6,526 5,537

Paid-up Share Capital 24,00,000 24,00,000

Reserves and Surplus 2,17,411 2,10,885

Year in Retrospect

During the year under review total Income of the Company was Rs. 42.62 lacs as against Rs.

2 78 lacs in the previous year. The Company made a profit after tax of Rs. 0.065 lacs as against a profit after tax of Rs. 0.055 lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2012 till the date of this report except the following:

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Chandresh Kapilmuni Upadhyay and Mr. Suneel Kumar Upadhyay were appointed as additional directors of the Company with effect from 14/12/2011. Mr. Mahesh Prasad Bansal, Mrs. Meena Bansal and Ms. Kirti Agarwal appointed as additional directors of the Company with effect from 20/06/2012.

Mr. Shantilal Patel and Mr. Musunuri H. Rao ceased to be the directors w.e.f. 14.12.2011. Mrs. Y. Radha Rani tendered her resignation on 16.01.2012. Mr Samir Jani and Mr. Jayesh Shah resigned from the directorship of the Company with effect from 13/02/2012 and Mr. Suneel Kumar Upadhyay and Mr. Chandresh Kapilmuni Upadhyay resigned from the directorship of the Company with effect from 03/07/2012.

Additional directors namely Mr. Mahesh Prasad Bansal, Mrs. Meena Bansal and Ms. Kirti Agarwal, hold office until the date of the ensuing Annual General Meeting. Their appointments as ordinary Directors of the Company are placed before the Members for consideration. The Board recommends resolutions for adoption by the members.

Auditors

M/s KVSRY & Associates, Chartered Accountants, Statutory Auditors of the Company, who retires at the conclusion of the ensuing Annual General Meeting of the Company have expressed their unwillingness to be considered for reappointment as statutory auditors of the Company.

Your Board has proposed the name of M/s V.N. Purohit & Co., Chartered Accountants, as statutory auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re- appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from Ms Rachna Bhasin, Company Secretaries, Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay Stock Exchange Ltd). During the year the suspension on trading of the shares of the Company has been revoked by the BSE w.e.f. 02nd April, 2012. The Company has already paid listing fees for the financial year 2012-13 to the BSE.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance is not applicable to the Company. However, the Company observes good corporate practices to enhance the stakeholders'' value.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board

For Yamini Investments Company Ltd

Date: 30th August, 2012 Mahesh Prasad Bansal Kirti Agarwal

Place: Mumbai Director Director