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 Five Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS:

The summary of the Companys financial performance for F.Y. 2025-26 compared to the previous F.Y. 2024-25 is given below:

(Amount in Lakhs)

PARTICULARS	F.Y. 2025-26	F.Y. 2024-25 (Restated)*
Revenue from Operations	138.00	27.37
Other income	17.19	23.46
Total Income	155.19	50.83
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	-348.5	-286.8
Less: Depreciation	31.88	29.70
Profit/loss before Finance Costs, Exceptional items and Tax Expense	-319.41	-288.13
Less: Finance Cost	60.97	28.37
Profit/loss before Exceptional items and Tax Expense	-380.38	-316.50
Less: Exceptional Items	612.10	-
Profit / (Loss) Before Tax	231.72	-316.50
Less: Provision for Tax & Deferred Tax	54.63	129.70
Profit / (Loss) After Tax	177.09	-446.20
Other Comprehensive income (net of tax effect)	400.03	-
Total Comprehensive income/loss	577.12	-446.20
Add :Balance as per last Financial Statement	-807.08	727.43
Disposable Surplus
Less : Transfer to General Reserve
Dividend Paid	0	0
Dividend Distribution Tax	0	0
Balance carried forward	-229.96	-807.08

2. PERFORMANCE OF THE COMPANY :

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

During the year under review, the company recorded total income of Rs. 138.00 lakhs against total income of Rs. 27.37 lakhs during last financial year (i.e. 2024-25). The Company has gained Profit after tax during the year of Rs. 177.09 Lakhs against Loss of Rs. (446.20) Lakhs during the last financial year (i.e. 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 2025-26.

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 2025-26.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the FY 2025-26 under review, below changes were occurred in the board of the company.

1. Resignation of Mr. Aadit Rajal Dalai from the post of Additional Director NonExecutive and Independent Director of the company from 07.07.2025.

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

3. Regularization of Mr. Devang Bhikhubhai Parekh as an Independent Non-Executive Director of the Company from 26.09.2025.

4. Regularization of Ms. Twishaa Gnanesh Bhagat as a Non-Executive Woman Director of the Company from 26.09.2025.

5. Resignation of Mr. Naresh Prajapat from the post of Chief Financial Officer of the company from 01.10.2025.

6. Resignation of Ms. Pooja Jain from the post of Company Secretary and Compliance Officer of the company from 31.10.2025.

7. Appointed Mr. Chirag Maheshbhai Lukka as Chief Financial Officer of the Company from 02.01.2026.

8. Appointed Mr. Uddesh Jain as Company Secretary and Compliance Officer of the company from 20.05.2026.

9. Appointed Mr. Aadit Rajal (DIN: 08125390) as a Whole-Time Director of the company from 14.08.2026.

10. Appointed Mr. Jani Dhavalkumar (DIN: 11880459) as a Non-Executive Independent Director of the company from 14.08.2026.

6. MEETING OF BOARD OF DIRECTORS:

During the Financial year 2025-26, Seventeen (17) Board Meetings were held and

details of the dates of Board Meetings are as mentioned below:

SR. NO. DATE	SR. NO.	DATE
1. 01.04.2025	10.	22.09.2025
2. 17.04.2025	11.	01.10.2025
3. 29.05.2025	12.	31.10.2025
4. 07.07.2025	13.	13.11.2025
5. 02.08.2025	14.	02.01.2026
6. 14.08.2025	15.	19.01.2026
7. 21.08.2025	16.	04.02.2026
8. 01.09.2025	17.	02.03.2026
9. 11.09.2025

7. COMMITTEES:

i) Audit Committee:

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent NonExecutive Director, Mr. Devang Bhikhubhai Parekh, Independent Non-Executive Director and Mr. Gnanesh Bhagat, Executive Director.

During the Financial Year 2025-26, Six (6) Audit Committee Meetings were held; the dates of which are as follows:

SR. NO.	DATE
1.	01.04.2025
2.	29.05.2025
3.	14.08.2025
4.	13.11.2025
5.	19.01.2026
6.	04.02.2026

ii) Stakeholders Relationship Committee:

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent NonExecutive Director, Mr. Devang Bhikhubhai Parekh, Independent Non-Executive Director and Ms. Twishaa Gnanesh Bhagat Non-Executive Woman Director.

During the Financial Year 2025-26, Four (4) Stakeholders Relationship Committee meetings were held; the dates of which are as Follows:

SR. NO.	DATE
1.	30.06.2025
2.	30.09.2025
3.	31.12.2025
4.	31.03.2026

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. Devang Bhikhubhai Parekh, Independent Non-Executive Director and Ms. Twishaa Gnanesh Bhagat Non-Executive Woman Director.

During the Financial Year 2025-26, One (1) Nomination and Remuneration Committee meeting were held; date of which are as follows:

SR. NO.	DATE
1.	02.01.2026

iv) Independent Directors Committee:

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent NonExecutive Director, Mr. Devang Bhikhubhai Parekh Independent Non-Executive Director.

During the Financial Year 2025-26, One (1) Independent Directors Committee were held; date of which are as follows:

SR. NO.	DATE
1.	13.11.2025

8. STATUTORY AUDITORS & AUDIT REPORT:

M/S. SIIAII & SHAH, Chartered Accountants, (F.R.N0.131527W), 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.

Pursuant to the recommendation of the Audit Committee, M/S. SHAH & SHAH Chartered Accountant (FRN: 131527W), be and are hereby re-appointed as the Statutory Auditors of the Company to hold office for a second term of five (5) consecutive years until the conclusion of the Annual General Meeting of the Company for the FY 2029-30, at such remuneration as may be determined by the Board of Directors of the Company, in consultation with the Audit Committee, in addition to reimbursement of out-of-pocket expenses as may be incurred in connection with the audit of the Company.

Auditors comments on your companys accounts for year ended March 31, 2026 are self-explanatory 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.

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 2025-26.

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 2025-26. The Report of the Secretarial Auditor for the FY 2025-26 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 2025-26 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
1. Regulation 6 of The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015.	The Company Secretary is to be appointed within 3 months from the date of casual vacancy, there was delay in appointment by 4 months.	The company has undertaken corrective measures to not repeat the same.
2. Regulation 27(2) of The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 Corporate Governance Report.	5 days delay in submission of Certificate for NonApplicability of Corporate Governance for the quarter and half year ended on 30th September, 2025.	The company has undertaken corrective measures to not repeat the same.
3. The company has made delay of in uploading form MGT-14 (SRN: AB5689220) for account adoption during the Financial Year 2025-26	Delay in uploading.	The company has undertaken corrective measures to not repeat the same.
4. Section 180(1) (c) of the Companies Act, 2013.	The aggregate borrowings of the Company exceeded the limit prescribed under Section 180(l)(c) of the Companies Act, 2013, without obtaining the	It was observed that the Company had exceeded the borrowing limit prescribed under Section 180(l)(c) of the Companies Act, 2013 without obtaining the
	requisite approval of the members by way of Special Resolution.	requisite prior approval of the members. Subsequently, the Company obtained approval of its members by way of Special Resolution dated 04th April, 2026. Accordingly, the Company was not in compliance with Section 180(l)(c) during the aforesaid period.
s. Section 186(2) read with Section 186(3) of the Companies Act, 2013 - The aggregate of loans, investments, guarantees and security shall not exceed 60% of paid-up share capital, free reserves and securities premium account or 100% of free reserves and securities premium account, whichever is higher, without prior approval of members by way of special resolution.	During the financial year, the aggregate of investments made and loans/advances given by the Company exceeded the limits prescribed under Section 186(2) of the Companies Act, 2013, and the Company did not obtain the prior approval of the members by means of a special resolution in general meeting for making such investments and granting such loans/advances in excess of the prescribed limits.	The Company has not complied with the provisions of Section 186(2) and Section 186(3) of the Companies Act, 2013 in respect of investments made and loans/advances given in excess of the prescribed limits, and the requisite prior approval of the members by means of a special resolution was not obtained. Subsequently, the Company obtained approval of its members by way of Special Resolution dated 04th April, 2026. The corrective measures taken by the Company have been noted.
6. Section 197(1) of the Companies Act, 2013 read with Schedule V to the Act	During the financial year, the Company has paid managerial remuneration which exceeds the overall permissible limit of 11% of the net profits computed under Section 198. Further, no approval of the members in general meeting was obtained for payment of managerial remuneration in excess of the prescribed limit.	The Company has not complied with the provisions of Section 197(1) read with Schedule V of the Companies Act, 2013 in respect of payment of managerial remuneration exceeding the prescribed overall limit and the requisite approval of the members in general meeting was not obtained. The corrective measures are been taken by the Company.

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 2025-26.

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".

10. 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/Updated 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 2025-26. 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 2025-26 are set out in ‘Annexure VI to this Report.

For the financial year 2025-26, the amount required to be spent by the Company towards Corporate Social Responsibility (CSR) activities was NIL. Accordingly, the amount of expenditure incurred towards CSR activities during the year was NIL, and there was NIL shortfall at the end of the financial year. Further, the total shortfall from the previous financial year(s) was also NIL. Hence, there was no reason for shortfall in CSR expenditure during the financial year 2025-26.

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 an Internal 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:

There are no Material Event occurred after the Balance Sheet Date:

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, 2026, 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, 2026 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 DATE: 03/09/2026	BY ORDER OF THE BOARD OF DIRECTORS, FOR, YASII INNOVENTURES LIMITED (FORMERLY KNOWN AS REDEX PROTECH LIMITED)
	SD/- MR. GNANESH BHAGAT MANAGING DIRECTOR (DIN:00115076)