Yash Innoventures Ltd Directors Report

To,

The Members,

YASH INNOVENTURES LIMITED (Formerly Known as Redex Protech Limited)

Your Directors have pleasure in presenting their Thirty Four Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS:

The summary of the Companys financial performance for F.Y. 2024-25 compared to the previous F.Y. 2023-24 is given below:

(Amount in Lakhs)

PARTICULARS	2024-2025	2023-2024
Revenue from Operations	-21.63	274.94
Other income	0.60	28.99
Total Income	-21.03	303.93
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	-187.47	41.96
Less: Depreciation	12.29	4.13
Profit/loss before Finance Costs, Exceptional items and Tax Expense	-151.77	37.83
Less: Finance Cost	47.99	0
Profit/loss before Exceptional items and Tax Expense	-199.76	37.83
Less: Exceptional Items	0	0
Profit / (Loss) Before Tax	-199.76	37.83
Less: Provision for Tax & Deferred Tax	124.86	-38.60
Profit / (Loss) After Tax	-324.62	76.43
Other Comprehensive income (net of tax effect)	0	0
Total Comprehensive income/loss	-324.62	76.43
Add : Balance as per last Financial Statement	727.43	651.00
Disposable Surplus
Less : Transfer to General Reserve	0	0
Dividend Paid	0	0
Dividend Distribution Tax	0	0
Balance carried forward	402.81	727.43

2. PERFORMANCE OF THE COMPANY :

The Boards Report is prepared based on the stand alone financial statements of the company.

During the year under review, the company recorded total loss of Rs 21.63 lakhs against profit of Rs. 274.94 lakhs during last financial year (i.e. 2023-24). The performance of the company has been decreased with respect to overall turnover during the financial year 2024-25.

The Company is taking more efforts to achieve better revenue and profit in upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.

3. DIVIDEND:

During the year under review, the directors did not recommend any Dividend for the year

2024-25.

4. THE AMOUNTS, IF ANY, WHICH IS PROPOSES TO CARRY TO ANY RESERVES:

The company has not transferred any amount to reserves during the financial year 2024-25.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the FY 2024-25 under review, below changes were occurred in the board of the

company.

1. Appointed Mr Aadit Dalal as Additional Director of the company w.e.f. 13.11.2024 subject to regularization in upcoming AGM.

2. Appointed Ms Twishaa Bhagat as Additional Director of the company w.e.f. 13.11.2024 subject to regularization in upcoming AGM.

3. Resignation of Mrs Angana Bhagat from the post of Non Executive Women Director of the company from 13.11.2024.

4. Resignation of Mr Aadit Dalal from the post of Additional Director from 07.07.2025.

5. Resignation of Mr Ashish Prakash Tripathi from the post of Independent Director from 07.07.2025.

6. MEETING OF BOARD OF DIRECTORS:

During the Financial year 2024-25, Thirteen (13) Board Meetings were held and details of the dates of Board Meetings are as mentioned below:

SR. NO.	DATE	SR. NO.	DATE
1	01.04.2024	8	22.10.2024
2	30.04.2024	9	13.11.2024
3	27.05.2024	10	06.01.2025
4	01.06.2024	11	24.01.2025
5	10.06.2024	12	10.02.2025
6	10.07.2024	13	21.03.2025
7	12.08.2024

7. COMMITTEES:

i)Audit Committee:

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive Director, Mr. Ashish Prakash Prakash Tripathi, Independent non-executive Director and Mr. Gnanesh Bhagat, Executive Director.

During the Financial Year 2024-25, Five (5) Audit Committee Meetings were held; the dates of which are as follows:

SR. NO.	DATE
1	01.04.2024
2	27.05.2024
3	12.08.2024
4	13.11.2024
5	10.02.2024

ii)Stakeholders Relationship Committee:

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive director, Mr. Ashish Prakash PrakashTripathi, Independent non-executive Director and Mrs. Angana Bhagat, non-executive director, Ms. Twishaa Bhagat, Additional Director (Non Executive Women Director).

During the Financial Year 2024-25, Four (4) Stakeholders Relationship Committee meetings were held; the dates of which are as Follows:

SR. NO.	DATE
1	01.07.2024
2	30.09.2024
3	31.12.2024
4	31.03.2025

iii)Remuneration Policy & Nomination and Remuneration Committee:

The Companys policy relating to the appointment of directors, positive attributes, and independence of directors, remuneration and other related matters as provided in Section 178(3) of the Companies Act, 2013 is available on www.yashinnoventures.com/Investor/Policies.

Nomination and Remuneration Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive director, Mr. Ashish Prakash PrakashTripathi, Independent non-executive Director and Mrs. AnganaBhagat, non-executive director.

During the Financial Year 2024-25, One (1) Nomination and Remuneration Committee meeting were held; date of which are as follows:

SR. NO.	DATE
1	13.11.2024

iv)Independent Directors Committee:

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive director, Mr. Ashish Prakash Prakash Tripathi Independent non-executive Director.

During the Financial Year 2024-25, One (1)Independent Directors Committee were held; date of which are as follows:

SR. NO.	DATE
1	13.11.2024

8. STATUTORY AUDITORS & AUDIT REPORT:

M/S. SHAH & SHAH, Chartered Accountants, (F.R.NO.131527W), who have offered themselves for appointment and have confirmed their eligibility to be appointed as Auditors, in terms of provisions of section 141 of the Companies Act, 2013 has been appointed as statutory auditors of the company for the term of five consecutive years to hold office till the conclusion of the Annual General meeting for the Financial Year 2024-25.

Auditors comments on your companys accounts for year ended March 31, 2025 are selfexplanatory in nature and do not require any explanation as per provisions of Section 134(3)

(f) of the Companies Act, 2013.

There were qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.

The Board of Directors of the Company has discussed the remarks as mentioned in Statutory Audit Report at arms length. The qualification raised by the Statutory Auditor in its report and the justification of Board of Directors on the same are as follows:

Sr No	Qualification	Justification by board
1	During the financial year, the company has borrowed funds amounting to Rs 1088.33 lacs from a noncorporate entity, namely a partnership firm. Subsequently, the company repaid Rs 408.81 lacs of the borrowed fund, as a result, the outstanding balance at the close of financial year stood at Rs 679.52 lacs. This transaction in our opinion is a contravention of the provisions of section 73 read with Companies (Acceptance of Deposits) Rules, 2014	The board has clarified that Yash Innoventures Limited has received an advance payment from Prime Financial & Co. in accordance with the terms outlined in the Service Supply Agreement executed between the parties. Since the amount received represents an advance for the supply of services and not a deposit or loan, the transaction does not fall within the purview of Section 73 of the Companies Act, 2013. Accordingly, there is no violation of Section 73, and the said advance should not be classified as a public deposit. Also, the company has already sent the Service Supply Agreement to the Statutory
		Auditor of the company.
2.	During the course of Audit, we observed that one of the director appointed during the year as an Additional Director (Non-Executive Independent) but the director does not meet the criteria for independence as defined under section 149(6) of the Act and the relevant rules issued thereunder. In our opinion, this represents a departure from the requirements of the Act and could have implications on governance and oversight of financial reporting.	The Board has informed that the company appointed one director as Additional Director was as per the definition of Companies Act, 2013 also that Additional Director has been resigned from the board dated 07.07.2025.

9. INTERNAL FINANCIAL CONTROL:

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes 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.

10. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2024-25

11. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2024-25. The Report of the Secretarial Auditor for the FY 2024-25 is annexed to this report as "Annexure I"

There were qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the FY 2024-25 and the justification of Board of Directors on the same are as follows.

Sr. No	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary	Justification by boards
1.	Regulation 17(1 C)(a) of SEBI (LODR) Regulations,201 5.	The approval of the shareholder is not taken within 3 month of the appointment of the Ms.Twishaa Gnanesh Bhagat and Mr. Aadit Rajal Dalal as Directors.	The company has undertaken corrective measures to not repeat the same.	The Company will take shareholders approval for the regularization of Ms. Twishaa Bhagat in upcoming AGM.
2.	Regulation 76 of SEBI (Depositories And Participants) Regulations, 2018.	8 days delay in submission of Reconciliation of Share Capital for the Quarter ended on 30th September, 2024	The company has undertaken corrective measures to not repeat the same.	We were not received the Reconciliation of Share Capital for the Quarter ended on 30th September, 2024 from Practicing Company Secretary on time.
3.	The company has made delay of in uploading form DPT-3 and MGT-14 for account adoption during the Financial Year 2024-25	Delay in uploading.	The company has undertaken corrective measures to not repeat the same.	Due to some technical issue of MCA, the company has failed to submit the E form DPT-3 and MGT-14 on timely basis.
4.	Section 149(6) for Independent Director appointment	During the year the company has appointed additional independent director who were not	The company has taken corrective measures after financial year.	The Company has already resigned Mr Aadit Dala from the post of Additional Director on 07.07.2025.
		meeting the criteria for independence as per section 149(6) of the companies act.
5.	Section 73 of the Companies Act, 2013	The company has borrowed fund from partnership firm	The company has undertaken corrective measures to not repeat the same.	The Company has made Advance payment to firm for the Supply of Services and already created Service of Supply Agreement with the firm and copy of agreement submitted with the Statutory Auditor and Secretarial Auditor.

12. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

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

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

13. DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013.

14. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.yashinnoventures.comunder investors/Policies/Whistle blower Policy link.

15. CONSERVATION OF ENERGY, TECHNOLOGY:

(a) Conservation of energy

(i)	the steps taken or impact on conservation of energy	N.A
(ii)	the steps taken by the company for utilizing alternate sources of energy	N.A
(iii)	the capital investment on energy conservation equipments	N.A

(b) Technology absorption

(i)	the efforts made towards technology absorption		N.A
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution		N.A
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-		N.A
	(a) the details of technology imported		N.A
		(b) the year of import;		N.A
		(c) whether the technology been fully absorbed		N.A
		(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof		N.A
(iv)		the expenditure incurred on Research and Development		N.A

16. FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year 2024-25.

17. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure II".

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in ordinary course of the business of the company and were on arms length basis. All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company at www.yashinnoventures.com under investors/Policies/Related Party Transaction Policy link.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2 in "Annexure - III".

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g), the company has granted Loans, guarantee, and made Investment during the year 2024-25. Accordingly, the Disclosure as per Section 134(3)

(g) containing the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as "Annexure IV" and forms part of this Report.

20. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure V".

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore Per Annum if employed for the whole year.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Board of Directors during the year under review approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the board of directors.

The CSR Policy is available on the website of the Company

athttps://yashinnoventures.com/documents/CSR-Policy.pdf.

A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2024-25 are set out in Annexure VI to this Report.

The Provision of section 135 of the Companies Act, 2013 is applicable to your company, as the conditions given in section 135 (1) is fulfilled so your company has spent under CSR in the year 2024-25.

22. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Companys Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all the workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender- neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. We have also constituted aInternal Complaints Committee (ICC) to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.To that effect, during the year under review, there were no incidences of sexual harassment reported.

24. CHANGE IN NATURE OF THE BUSINESS:

There was no change in the nature of business of the company during the year under review.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

26. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

27. SIGNIFICANT OR MATERIAL EVENT OCCURRED DURING THE FINANCIAL YEAR:

During the current financial year following material events has been occurred:

The company has received final Order from NCLT, Ahmedabad Court-2 that the Scheme of Amalgamation is hereby sanctioned and it is declared that the same shall be binding on the petitioner companies and their Shareholders and Creditors and all concerned under the scheme.

28. SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCE SHEET DATE:

Below are the Material Event occurred after the Balance Sheet Date:

1. Allotment of 93,08,800 Equity Shares of Yash Shelters Limited (Transferor Company) on 15.04.2025 to the Shareholders of Transferee company pursuant to the scheme of Arrangement in the nature of amalgamation of Yash Shelters Limited (Transferor Company) with Yash Innoventures Limited (Transferee Company) and their respective shareholders and creditors.

2. Approval Letter from BSE has been received on 17.07.2025 regarding listing of 93,08,800 Equity shares pursuant to the scheme of Arrangement in the nature of amalgamation of Yash Shelters Limited (Transferor Company) with Yash Innoventures Limited (Transferee Company) and their respective shareholders and creditors.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2025, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(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 March 31, 2025 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;

(d) the Directors had 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 financial controls are adequate and are operating effectively and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLACE: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS,

DATE: 14/08/2025 FOR, YASH INNOVENTURES LIMITED

(FORMERLY KNOWN AS REDEX PROTECH LIMITED)

SD/-

MR. GNANESH BHAGAT MANAGING DIRECTOR (DIN:00115076)

YASH INNOVENTURES LIMITED (FORMERLY KNOWN AS REDEX PROTECH LIMITED)

ANNEXURE- I

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A.SHAH&ASSOCIATES PRACTICING COMPANY SECRETARIES

CS ANISH B. SHAH ?i B.COM, LLB, FCS

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D/413,Shiromani Complex, Opp. Oceanic Park, Nehru Nagar Satellite Road, AHMEDABAD-380015

anishshahcs@gmail.com

OFFICE; 079-26740953 MOBILE : +91-997-890-9231

MR-3