Directors Report of Yash Innoventures Ltd.

Mar 31, 2025

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 Company''s financial performance for F.Y. 2024-25 compared to the
previous F.Y. 2023-24 is given below:

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 Board''s 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:

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).

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 Company''s 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 company''s accounts for year ended March 31, 2025 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.

The Board of Directors of the Company has discussed the remarks as mentioned in
Statutory Audit Report at arm''s 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 non¬
corporate 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 equipment''s

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 arm''s 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 employee''s 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 Company''s 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 Company''s 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 31st 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)


Mar 31, 2024

Your Directors have pleasure in presenting their Thirty Three Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS:

The summary of the Company''s financial performance for F.Y. 2023-24 compared to the
previous F.Y. 2022-23 is given below:

(Amount in Lakhs)

PARTICULARS

2023-2024

2022-2023

Revenue from Operations

274.94

0.74

Other income

28.99

36

Total Income

303.93

36.74

Profit/loss before Depreciation,
Finance Costs, Exceptional items and
Tax Expense

41.96

-75.91

Less: Depreciation

4.13

3.58

Profit/loss before Finance Costs,
Exceptional items and Tax Expense

37.83

-79.49

Less: Finance Cost

0

0

Profit/loss before Exceptional items
and Tax Expense

37.83

-79.49

Less: Exceptional Items

0

0

Profit / (Loss) Before Tax

37.83

-79.49

Provision for Tax & Deferred Tax

-38.60

0.08

Profit / (Loss) After Tax

76.43

-79.57

Other Comprehensive income (net of
tax effect)

0

0

Total Comprehensive income/loss

76.43

-79.57

Add : Balance as per last Financial
Statement

651.00

730.57

Disposable Surplus

-

Less : Transfer to General Reserve

-

Dividend Paid

0

0

Dividend Distribution Tax

0

0

Balance carried forward

727.43

651.00

2. PERFORMANCE OF THE COMPANY :

The Board''s Report is prepared based on the stand alone financial statements of the
company.

During the year under review, the company recorded total income of Rs274.94lakhs against
Rs. 0.74lakhs. The performance of the company has beenincreased with respect to overall
turnover during the financial year 2023-24.

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
2023-24.

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 2023-24.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the FY 2023-24under review, no changes were occurred in the board of the
company.

6. MEETING OF BOARD OF DIRECTORS:

During the Financial year 2023-24, Seven (7) Board Meetings were held and details of the
dates of Board Meetings are as mentioned below:

SR. NO.

DATE

SR. NO.

DATE

1

01.04.2023

5

09.11.2023

2

26.05.2023

6

28.12.2023

3

27.06.2023

7

09.02.2024

4

14.08.2023

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

During the Financial Year 2023-24, Five (5) Audit Committee Meetings were held; the dates
of which are as follows:

SR. NO.

DATE

1

26.05.2023

2

27.06.2023

3

14.08.2023

4

09.11.2023

5

09.02.2024

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.
AnganaBhagat, non-executive director.

During the Financial Year 2023-24, Four (4) Stakeholders'' Relationship Committee meetings
were held; the dates of which are as Follows:

SR. NO.

DATE

1

30.06.2023

2

30.09.2023

3

30.12.2023

4

30.03.2024

The Company''s 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, Chairmanand
Independent non-executive director, Mr. Ashish Prakash PrakashTripathi, Independent non¬
executive Director and Mrs. AnganaBhagat, non-executive director.

During the Financial Year 2023-24, One (1) Nomination and Remuneration Committee
meeting were held; date of which are as follows:

SR. NO.

DATE

1

10.02.2024

iv)Independent Directors Committee:

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

During the Financial Year 2023-24, One (1)Independent Directors Committee were held;
date of which are as follows:

SR. NO.

DATE

1

11.12.2023

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 company''s accounts for year ended March 31, 2023 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 no qualifications, reservation or adverse remark or disclaimer made by
Statutory Auditor in its report.

During the financial year 2023-24, the Statutory Auditor of the Company has not reported
to the audit committee any instance of fraud committed against the Company by its
employees or officers under section 143(12), the details of which need to be reported in
Board''s 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 2022-23

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 2023-24. The Report of the Secretarial Auditor
for the FY 2023-24 is annexed to this report as "
Annexure I"

There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditors in their report for the FY 2023-24.

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 enerev

(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 equipment''s

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 2023-24.

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 arm''s 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 2023-24. 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 employee''s 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 2022-23are 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 for
the year 2023-24.

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 Company''s 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 Company''s 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 filed application with NCLT, Ahmedabad Court 2 on 02.08.2023 for the
SCHEME OF ARRANGEMENT IN THE NATURE OF AMALGAMATION between Yash Shelters
Limited (Transferor) and Yash Innoventures Limited (Transferee).

28. SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCESHEET DATE:

No Event has occurred after the balance sheet date that representing the material changes
and commitment that affecting the Financial position of the company.

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 31st March, 2024, 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, 2023 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: 12/08/2024 FOR, YASH INNOVENTURES LIMITED

(FORMERLY KNOWN AS REDEX PROTECH LIMITED)

SD/-

MR. GNANESH BHAGAT
MANAGING DIRECTOR
(DIN:00115076)


Mar 31, 2015

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31.2015,

1. Performance of the Company (Standalone)

The Board's Report is prepared based on the stand alone financial Statements of the company.

(Rs. in lacs)

Particulars 2014-2015 2013-14

Sales 1.88 2.04

Other income 29.40 29.40

Depreciation 4.01 3.80

Other expenses 7.83 3.43

Profit/Loss before Tax 19,45 15 21

Profit/Loss after Tax 14.35 15.03

During the year, company could not achieve reasonable level of growth in terms of turnover due to slow down market in the field of trading in fire protection Equipments. business. Company will try to achieve the performance next year by making more initiative in the activities of the company.

2. DIVIDEND:

With a view to enlarge the business operations of the Company, the directors did not recommend any Dividend during the year under review.

3. Directors and key Managerial Personnel:

MRS. ANGANA BHAGAT, Woman Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

During the year under review, MR. JAYPRAKASH SHARMA &. MR. HIRENBHAI PATEL have been appointed as an Independent Directors FOR term of Five years with effect from 30th September, 2014, Further. MRS. ANGANA BHAGAT has been. appointed as Woman Director with effect from 30th September, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act. 2013 and under clause 149 of the Listing Agreement which is hereby enclosed as "Annexure I".

Also, MR.VIKRAM BHAGAT had been appointed Managing Director & Chief Financial Officer (CFO) with effect from 12th August, 2014.

4. Meetings:

During the year Four Board Meetings and Nineteen Audit Committee Meetings were convened and held. The dates on which the said Nard meetings were hold:

May 28, 2014, August 12, 2014, November 14, 2014 & February 9, 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013,

5. Committees:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder's Relationship Committee

- Share Transfer Committee

The details with respect to the compositions, powers, roles, terms of reference etc, of relevant committees are given in detail In the 'Report on Corporate Governance' of the Company which forms part of this Annual Report

6, Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as "Annexure 11".

7. STATUTORY AUDITORS & AUDIT REPORT;

M/S ARVIND A.THAKKAR & CO.,(Firm Registration No, 100571W) Chartered Accountants have been appointed as statutory auditors of the company at the Annual General Meeting held on September 30, 2014 to hold office from the conclusion of Annual General Meeting (AGM) held on September 30, 2014 for a consecutive period of FIVE (5) financial years, subject to ratification by the shareholders annually. Accordingly, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing ACM, In this regard, the Company has received a certificate from the auditors to the effect that if their appointment is ratified, it would be In accordance with the provisions of Section 141 of the Companies Act, 2013.Auditors comments on your company's accounts for year ended March 11, 2015 are self explanatory in nature and day not require any explanation as per provisions of Section 134(3](D of the Companies Act, 2013.

Notes to the accounts referred to in Auditor's report are self explanatory and therefore do not call for any further comments,

8. Internal Control systems

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 uf the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

9, 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, Ahmadabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2014-15. The Report of the Secretarial Auditor for the FY 2014-15 is annexed to this report as "Annexure III".

Secretarial Auditors have qualified their report to the Members af the Company & in this connection; the Board of Directors of the Company has discussed the same at arm's length and agreed the take the corrective steps on following Qualifications:

1, Company is listed on Ahmadabad Stock Exchange (ASE) but no statutory compliance are done with the stock Exchange pursuant to Listing Agreement, Depositories Act and any other compliance as required to be dune with a Stock Exchange.

2. Company Is yet to comply with Clause 47(a) of Listing Agreement

3. Company is not In compliance with to Section 203 (1) (ii) of Company's Act, 2013

4. Company Is yet to comply with the section 138 of the Companies Act, 2013 i.e. Internal Auditor needs to be appointed Co conduct the internal audit of the functions and activities if the company.

Secretarial Auditor report [MR-3) is self explanatory and therefore do not call for any further comments.

10. BOARD EVALUATION:

Board of directors of the Company evaluated performance of independent directors as well as board as whole, On the basis of criteria laid down by the Nomination and Remuneration Committee am it was framed that overall performance and contribution of directors of the Company are satisfactorily and they are making their best efforts for the advancement of the Company

11. Fixed 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. Hence, the disclosures required as per Rule B (5) (v) & (vi) of the Companies [Accounts] Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

12. Corporate Governance

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders,

A separate section on Corporate Governance Standards followed by your company, as stipulated under Clause 49 of the Listing Agreement is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Art, 2013,

A certificate from M/s. ARVIND A, THAKKAH &. CO., Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under Clause 43 of the Listing Agreement is annexed to this Report

13. Vigil Mechanism

In pursuant to the provisions of section 177(9] & (10] of the Companies Act. 2013, 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.redexprotech.com under investors/others/Whistle blower Policy link.

14. Energy. Technology

Conservation of energy

(i) the steps taken or impart on conservation of N.A energy

(ii) the steps taken by the company for utilizing N.A alternate sources of energy

(iii) the capital investment on energy conservation N.A equipment's

(b) Technology absorption

(I) the efforts made towards technology absorption N.A

(ii) the benefits derived like product improvement N.A cost reduction, product develop mentor import substitution

[iii] in case of imparted technology (imported during N.A the last three years reckoned from the beginning of the financial year.

(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 N.A has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and N.A Development

15. Foreign Exchange Earnings / OUTGO:-

As the Company has not carried out arty activities relating to the export and import during the financial year. There Is no foreign exchange expenses and foreign income during the financial year.

16. NOMINATION AND BFMIIKEBATION PDL1CV

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 IV".

17. 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 arm's length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

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 Transaction is as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.redeKprotech.com under investors/others/ 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 (I) of section 108 of the Companies Act, 2013 is disclosed in Form No. AOC-Z In "Annexure V.

18. Particulars of Loans. Guarantees or Investments under Section 186

In terms of provisions of Section 134 (3)(g), the Particulars of Loans. Guarantees or Investments under Section 136, is annexed hereto as Annexure vi and farms part of this Report

19, PARTICULARS OF EMPLOYERS REMUNERATION:

A. The ratio of the rennin titration of each director to the median employee's 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 farming, part of this report as "Admixture VI.

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, 5 Lac Per month if employed for part of the year and Rs. 60 Lacs Per Annum if employed far the whole year,

20. Human Resources

Your Company treats its "human resources" as one of Its most important assets.

Your Company continuously invest 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 en large merit.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL. HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRKSSAL) ACT. 2013:

1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal Act, 2013:

Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is not applicable to the Company as there is no woman at the workplace of the Company.

Under the said Art every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee,

Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment

22. CHANGE IN NATURE OF THE BUSINESS

There has been no change In the nature of business of the company during the year under review.

23. MANAGEMENT DISCUSSION AND ANALYSIS;

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company is set out In Annexure forming part of this report,

24. SEGWTFICANT 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 Company's operation in future.

25. Directors Responsibility statement;

Pursuant to requirement under 134(3)[c] of the Companies Act, 2013 [Act), Directors, can firm that;

(a) in the preparation of the annual accounts for the year ended on 31st March, 2015, the applicable accounting standards read with requirement set our under Schedule Ell 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, 2015 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.

26. 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 its continued robust performance on all fronts.

Place: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS.

Date: 12/08/2015 FOR,REDEX PROTECH LIMITED

MR.VIKRAM BHAGAT

Mg, Director

(DIN:00114739]


Mar 31, 2014

Dear Members,

We are presenting the Twenty Third Annual Report together with the audited Statement of accounts for the year ended on 31st March, 2014.

1. Financial Results

(Amount in Rupees)

Financial Year

Description 2013 2014 2012-2013

Total Revenue 31,44,149 31,48,851

Less: Finance Cost 327 2,624

Less: Depredation & Amortization 3,79,536 3,45,160

Less:Other expenses 8,43,457 7,58,901



Profit/(Loss] before Exceptional items & Tax 19,20,829 20,42,166



Exceptional items -

Profit/fLoss) before Tax 19,20,829 20,42,166

Tax Expense 4,13,081 4,73,118

Net Profit/(Loss) for the Year 15,07;748 15.69,048

2. Operations:

During the F.Y. 2013-14, Company has achieved turnover at Rs. 31,44,149/- as compared to Rs. 31,48,851/- in previous year. The company has also earned Net profit of Rs. 15,07,748/- as compared to Rs. 15,69,048/- in the previous year.

3. Dividend:

Directors did not recommend any dividend and decided to plough hack the profit for future expansion planning.

4. Directors:

As per provisions of Section 152(6) of the Companies Act, 2013, Mr. Jayprakash Sharma, Director liable to retire by rotation, offers himself for re-appointment at the general meeting and if appointed as Director of the Company, be appointed as an Independent Director for five consecutive years as per provisions of Section 149 of the Companies Act, 2013. Mrs. Angana Bhagat, be appointed as a Woman Director as per provisions of Section 149 of the Companies Act, 2013. Mr. Hirenbhai Patel is being appointed as an Independent Director for five consecutive years as per provisions of Section 149 of the Companies Act, 2013. Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing ACM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re- appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013 (Previously being Section 274(1) (g) of the Companies Act, 1956).

5. Personnel

Your directors'' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

6. Auditors

M/s ASA & Associates LLP, a Firm of Chartered Accountants, Ahmedabad, Existing Auditor of the Company (Firm Registration No.: 009571W) has resigned from the place of Auditor of the Company and M/s. Arvind A. Thakkar & Co. (Firm Registration No. 100571W). be and is her by appointed as Statutory Auditor of the Company. As per newly inserted Section 139 of the Companies Act, 2013, they are appointed for a term of five consecutive financial years, for which necessary resolution is put to vote in this ACM. as stated in the item no. 3 of the notice, they are eligible for appointment to conduct statutory audit. The company has received certificate from the auditor to the effect that their appointment if made, would be within the prescribed limits under the Companies Act.

Notes to the accounts referred to in Auditor''s report are self explanatory and therefore do not call for any further comments.

7. Deposits

During the year under review. Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

8. Energy. Technology And Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 3lst December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable to the company. Hence, it is not disclosed in the report.

9. Foreign Exchange Earning and Outgo

There were no foreign exchange earnings or outgo during the year.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2A) of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of afFairs of the company at the end of financial year ended 31st March. 2014.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

11. Auditors Qualification

Auditors have qualified their report to the members of the Company. In the report presented by the Auditor, they have shown related party transactions entered into by the Company to the tune of Rs. 2,80,66,091/- during the financial year 2013-14.

In this connection directors of the Company have discussed the same at arm''s length on the recommendation of the audit committee and have initiated to take necessary actions so as to show fair view of state of affairs of the company in the coming financial year.

12. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

13. Acknowledgements Your Directors wish to place on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company'' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

PLACE: AHMEDABAD By order of the Board of Directors, For, REDEX PROTECH LIMITED DATE: 12/08/2014 MR. VIKRAM BIIACAT Mg. DIRECTOR (DIN-00114739)


Mar 31, 2013

To, The Members,

The are presenting the Twenty Second Annual Report together with the audited Statement of accounts for the year ended on 31st March, 2013.

l. Financial Results

(Amount m Rupees'')

Financial Year Description 2012-2013 2011-2012

Total Revenue 31,48,851 31,32,485

Less: Finance Cost (2,624) (4,709)

Less: Depreciation & Amortization (3,45,160) (2,81,751)

Less: Other expenses (7,58,901) (64,13,873)

Pro fit/(Loss) before Exceptional items & Tax 20,42,166 (35,67,848)

Exceptional items - 58,02,675

Profit/(Loss) Before Tax 20,42,166 22,34,827

Tax Expense (4,73,118) (13,14,601)

Net Profit/(Loss) for the Year 15,69,048 35,49,428

Balance Brought Forward from Previous Year (2,47,34,946) (5,18,95,874)

Amount Available for Appropriation

Appropriations

Balance Carried to Balance Sheet (2,31,65,897) (2,47,34,946)



2. Operations;

During the year F.Y. 2012-13, Company has achieved expected and desired growth in terms of turnover as the working of the company was developed more in comparison of previous year. The company has earned Net profit of Rs. 15, 69, 048/- as compared to Net Profit of Rs. 35,49, 428/-in the previous year.

3. Dividend:

Your Directors did not recommend any dividend on account of inadequate profit.

4. Directors;

Mr. Jayprakash Sharma, Director who retires by rotation, and offers himself for re- appointment at the general meeting.

5. Personnel

Your directors'' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

6- Auditors

M/s ASA & Associates, Chartered Accountants, Ahmedabad, Auditor of the Company holds office until the conclusion of the ensuring Annual General Meeting. As stated in the item no. 3 of the notice, they are eligible for reappointment to conduct Statutory Audit. The company has received certificate from the auditor to the effect that their appointment if made, would be within the prescribed limits under section 224(1) of the Companies Act, 1956.

Notes to the accounts referred to in Auditor''s report are self explanatory and therefore do not call for any further comments.

7. Deposits

During the year, Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

8. Energy, Technology and Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 31st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable to the company. Hence, it is not disclosed in the report.

9. Foreign Exchange Earning and Ontgo

There were no foreign exchange earnings or outgo during the year.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2A) of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2013.

Hi. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

11. Auditor''s Qualification

Auditors have qualified their report to the members of the Company. In the report presented by auditor, they have shown related party transaction done by the company with related parties to, the tUne of Rs. 2, 81,12, 091/- during the financial year 2012-13. ''

In this connection directors of the company have discussed the same at arm''s length on the recommendation of audit committee and have imitated to take necessary action so as to show fair view of state of affairs of the company in the coining financial year.

12. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report and is annexed herewith.

Acknowledgements

Your Directors wish to place on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company'' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.



PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD

DATE: 29/05/2013 REDEX PROTECH LIMITED


Mar 31, 2010

We are presenting the Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2010.

Year 2009-10 Year 2008-09

FINANCIAL RESULTS (Rs. In 000) (Rs In 000)

Sales and service charges & other income 8649 11304

(A) Profit before depredation and taxes 2863 2646

B) Depreciation (247) (247)

C Profit before taxes 2616 2399

(D) Provision for taxes 404 Nil

(E) Profit after taxes 2212 2399

F) Profit/Loss b/f from earlier year (55460) (57860)

(G) Profit/Loss c/f to Balance sheet (53248) (55460)

OPERATIONS

During the year F.Y. 2009-10, company could not achieve expected and desired growth in terms of turnover as the working of the company was under tremendous pressure due to over sluggish economic scenario.

However, after a prolonged spell of uncertainty and repulsion in the working on account of mounting losses from the operations, the company has been able to come out of the burgeoning cash loss position since last three years. This can be attributed to the various measures adopted by the company in the last few years.

DIVIDEND

Your directors do not declare any dividend. FIXED DEPOSITS

The company has not accepted any deposits from the public during the year under review.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

There are no material events, changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the Balance Sheet relates and the date of this report.

DIRECTORS

Shri V.D.Bhagat retires by rotation and being eligible offers himself for re-appointment as per the provisions of Articles of Association of the Company. All other directors are eligible, qualified and willing to continue their office.

AUDITORS

SHRIKANT SHAH 85 Co., Chartered Accountants, Ahmedabad Auditor of the company holds office until the conclusion of the ensuing Annual General Meeting. As stated in the item no. 3 of the notice, they are eligible for reappointment to conduct statutory audit. The company has received certificate from the auditor to the effect that their appointment if made, would be within the prescribed limits under section 224(1) of The Companies Act 1956.

Notes to the accounts referred to in Auditors Report are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION.

Particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 on conservation of energy, technology absorption

(1) The energy conservation measures are not applicable to the Company.

(2) Technological absorption and adaptation in new area are not applicable in Current Year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earning or outgo during the year.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars pursuant to sec .217 (2A) of The Companies Act, 1956 read with Companies (Particulars of the employees) Rules, 1975 are to be disclosed.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of Companies Act, 1956, your directors subscribe to the "Directors Responsibility Statement" and confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have generally been followed and that no material departures have been made from the same;

2. that the directors have selected such accounting policies and applied them consistently and made judgements 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. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

4. that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The board wished to record their appreciation of the efforts put in by the employees of the company. The Board also wished to place on record their gratitude for the co-operation and assistance received from the banks, shareholders, customers and thank them for their continued support.

Place: Ahmedabad For and on behalf of Board of Directors

Date: 25th August, 2010 (Director)

(J.B. SHARMA)


Mar 31, 2009

We are presenting the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2009.

Year 2008-09 Year 2007-08

FINANCIAL RESULTS (Rs. In 000) (Rs. In 000)

Sales and service charges & other income 11304 1946

(A) Profit before depreciation and taxes 2646 382

(B) Depreciation (247) (247)

(C) Profit before taxes 2399 135

(D) Provision for taxes Nil Nil

(E) Profit after taxes 2399 135

(F) Profit/Loss b/f from earlier year (57860) (57995)

(G) Profit/Loss c/f to Balance sheet (55461) (57860)



OPERATIONS

During the year F.Y. 2008-09, company could not achieve expected and desired growth in terms of turnover.as the working of the company was under tremendous pressure due to over sluggish economic scenario.

However, after a prolonged spell of uncertainty and repulsion in the working on account of mounting losses from the operations, the company has been able to come out of the burgeoning cash loss position since last three years. This can be attributed to the various measures adopted by the company in the last few years.

DIVIDEND

Your directors do not declare any dividend.

FIXED DEPOSITS

The company has not accepted any deposits from the public during the year under review.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

There axe no material events, changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the Balance Sheet relates and the date of this report.

DIRECTORS

Shri V.D.Bhagat retires by rotation and being eligible offers himself for re-appointment as per the provisions of Articles of Association of the Company. All other directors are eligible, qualified and willing to continue their office.

AUDITORS

SHRIKANT SHAH & Co., Chartered Accountants, Ahmedabad Auditor of the company holds office until the conclusion of the ensuing Annual General Meeting. As stated in the item no. 3 of the notice, they are eligible for reappointment to conduct statutory audit. The company has received certificate from the auditor to the effect that their appointment if made; would be within the prescribed limits under section 224(1J of The Companies Act, 1956.

Notes to the accounts referred to in Auditors Report are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

Particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 on conservation of energy, technology absorption

(1) During the year energy conservation measures were continued. As the company does not require HP power connection, it has decided to convert the HT supply in to LT power supply.

(2) The above mentioned measures have resulted in energy saving and subsequent reduction in energy cost and thus in cost of production.

(3) Technological absorption and adaptation in new area have been taken up.

(4) Company is quite hopeful that as a result of the above, there would be improvement in manufacturing process, quality and productivity.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earning or outgo during the year.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars pursuant to sec.217 (2A) of The Companies Act, 1956 read with Companies (Particulars of the employees) Rules, 1975 are to be disclosed.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of Companies Act, 1956, your directors subscribe to the "Directors Responsibility Statement" and confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have generally been followed and that no material departures have been made from the same;

2. that the directors have selected such accounting policies and applied them consistently and made judgements 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. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

4. that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The board wished to record their appreciation of the efforts put in by the employees of the company. The Board also wished to place on record their gratitude for the co operation and assistance received from the banks, shareholders, customers and thank them for their continued support.



Place: Ahmedabad

Date: 23rd August, 2009

(Director) (J.B. SHARMA)

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