We have audited the accompanying Ind AS financial statements of Yash Innoventures Limited(formerly known as Redex Protech Limited) ('the Company'), which comprise the Balance Sheet as atMarch 31, 2025, the Statement of Profit and Loss, including other comprehensive income, Statementof Changes in Equity and the Statement of Cash flows for the year then ended and notes forming partof Ind AS financial Statements including a summary of significant accounting policies and otherexplanatory information.
In our opinion and to the best of our information and according to the explanations given to us, exceptfor the effects of the matters described in the 'Basis for Opinion' section of our report, the aforesaidInd AS financial statements give the information required by the Companies Act, 2013 ("the Act") inthe manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31, 2025 the Loss,changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
Our Audit Report on the statement for the year ended March 31, 2025, is qualified in respect of thematter stated below:
A. During the financial year, the Company has borrowed funds amounting to ^1088.33 lacs from a non¬corporate entity, namely a partnership firm. Subsequently, the Company repaid 408.81 lacs of theborrowed funds, as a result, the outstanding balance at the close of the financial year stood at 679.52lacs. This transaction in our opinion is a contravention of the provisions of Section 73 read withCompanies (Acceptance of Deposits) Rules, 2014.
B. During the course of audit, we observed that one of the directors appointed during the year as anAdditional Director (Non-Executive and Independent) but the director does not meet the criteria forindependence as defined under section 149(6) of the Act and the relevant rules issued thereunder. Inour opinion, this represents a departure from the requirements of the Act and could have implicationson governance and oversight of financial reporting.
We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under section143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further describedin the 'Auditor's Responsibilities for the Audit of Ind AS Financial Statements' section of our report.We are independent of the Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountants of India together with the ethical requirements that are relevant to our auditof the Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rulesthereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion on the Ind AS Financial statements.
We draw attention to the following notes to the Ind AS financial Statements:
1. Note 36, which describes the Scheme of Amalgamation between Yash Innoventures Limitedand Yash Shelters Limited, approved by the Hon'ble National Company Law Tribunal by itsorder dated March 25, 2025. As stated in the said note, the merger will be effective from April15,2025, which is subsequent to the reporting date. Consequently, no adjustments have beenmade in the Ind AS financial Statements for the year ended March 31, 2025, in respect of thisevent.
2. Note 4, which describes the details of investment properties in accordance with Ind AS 40:
- The company has classified one office building as investment property, which is stated atcost and depreciated on a yearly basis.
- The fair value of the investment property, which is required to be disclosed under Ind AS40, has not been disclosed, and thus the disclosure requirements of the said standard arenot fully complied with.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance inour audit of the Ind AS financial statements of the current year. These matters were addressed in thecontext of our audit of Ind AS financial statements as a whole, and in forming our opinion thereon.
How our audit addressed the key audit matter
Advances paid for Outright purchase of Co-operative Housing Society for proposed developmentof commercial scheme (as described in Note 12 of Ind AS FS)
With respect to advance given for Outrightpurchase of Co-operative Housing Society forproposed development of commercial scheme,the net recoverable value is based on themanagement's estimates and internaldocumentation, which include, among otherthings, the likelihood when the land acquisitionwould be completed, the expected date of planapprovals for commencement of project,estimation of sale prices and construction costsand Company's business plans in respect of suchplanned developments.
The Company has advanced an amount towardsthe Outright purchase of Co-operative HousingSociety for proposed development ofcommercial Scheme, as disclosed in Note 12 tothe Ind AS financial Statements. This matter wasof significant importance to our audit due to thehigh degree of management judgment involvedin assessing the feasibility and commercialviability of the project, the recoverability of theadvance, and the potential regulatorychallenges in obtaining approvals for change ofland use and zoning. There is inherent
In respect of advance given for Outrightpurchase of Co-operative Housing Society forproposed development of commercial scheme,our audit procedures included the following:
• Obtained status update from the managementand verified the underlying documents forrelated developments;
• Evaluated the management assessment w.r.t.recoverability of those advances and changes ifany, in the business plans relating to suchadvances.
uncertainty surrounding the timing and successof the proposed conversion, and any delays orregulatory hurdles could impact the carryingvalue of the advance.
Related Party Transactions (as described in Note 31 of Ind AS FS)
The company has undertaken transactions withits related parties in the ordinary course ofbusiness at arm's length. These includeborrowing and lending loans from and torelated parties as disclosed in Note 31 to the IndAS financial Statements.
We identified the accuracy and completeness ofthe related party transactions and itsdisclosures as set out in respective notes to theInd AS financial Statements as a key auditmatter due to the significance of transactionswith related parties and regulatory compliancesthereon, during the year ended 31st March,2025.
Our procedures/testing included the following:
• Obtained and read the company's policies,processes and procedures in respect ofidentifying related parties, obtainingapproval, recording and disclosures ofrelated party transactions;
• Read minutes of shareholders' meetings,board meetings and minutes of meeting ofthose charged with governance inconnection with company's assessment ofrelated party transactions being in theordinary course of business at arm’s length;
• Agreed the related party informationdisclosed in the Ind AS financial Statementswith the underlying supporting documents,on sample basis.
Information Other than Ind AS Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other informationcomprises the information included in the Management Discussion and Analysis, Board's Reportincluding Annexures to Board's Report, Business Responsibility Report, Corporate Governance andShareholder's Information, but does not include Ind AS financial statements and our auditor's reportthereon.
Our opinion on the Ind AS financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the Ind AS financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent withthe Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother information, we are required to report that fact. We have nothing to report in this regard.
Management's and Those Charged with Governance’s Responsibility for the Ind AS FinancialStatements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 ("the Act") with respect to the preparation of these Ind AS Financial Statementsthat give a true and fair view of the financial position, financial performance, change in equity andCash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) andaccounting principles generally accepted in India, specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules,2015, as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate implementation and maintenance ofaccounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the Ind AS financial statement that give a true and fair view and arefree from material misstatement, whether due to fraud or error.
In preparing the Ind AS Financial Statements, Management is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless management either intends to liquidate theCompany or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are also responsible for overseeing the company's financial reportingprocess.
Auditor's Responsibility for the Audit of Ind AS Financial Statement
Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements asa whole are free from material misstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not aguarantee that an audit conducted in accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainProfessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Ind AS financial statements,whether due to fraud or error, design and perform audit procedures responsive to those risks,and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.The risk of not detecting a material misstatement resulting from fraud is higher than for’oneresulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act, 2013, we are also responsible for expressing our opinion on whether the
company has internal financial controls with reference to Ind AS Financial Statements in placeand the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor's report to the related disclosures in the Ind AS financialstatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date of our auditor's report. However, futureevents or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Ind AS financial statements,including the disclosures, and whether the Ind AS financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Ind AS Financial Statements that, individually orin aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user ofthe Ind AS financial statements may be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work;and (ii) to evaluate the effect of any identified misstatements in the Ind AS financial statements.
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable,related safeguards.
Other Matter
The accompanying Ind AS financial statements include unaudited financial statements and otherunaudited financial information as regards Company's share of loss in partnership of Rs. 2.01 lacs forthe year ended 31st March 2025. These unaudited financial statements and other unaudited financialinformation has been furnished to us by the management. Our opinion, in so far as it relates tocompany's share included in respect of the partnership firm, is based solely on such unauditedfinancial statements and other unaudited financial information. In our opinion and according to theinformation and explanations given to us by the management, these financial statements and otherfinancial information are not material to the company.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order") issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the"Annexure A", a statement on the matters specified in the paragraph 3 and 4 of the order.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purposes of our audit;
b) In our opinion proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books except for the matters stated inparagraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement andstatement of changes in equity dealt with by this Report are in agreement with the books
of account;
d) In our opinion, the aforesaid Ind AS Financial Statements comply with the IndianAccounting Standards specified under Section 133 of the Act, read with the companies(Indian Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on March 31,2025 taken on record by the Board of Directors In our opinion and to the best of ourinformation, none of director is disqualified as on March 31, 2025 from being appointed asa director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separate reportin "Annexure B”. Our report expresses an unmodified opinion on the adequacy andoperating effectiveness of the Company's internal financial controls over financialreporting.
g) With respect to the matters to be included in the Auditor's Report in accordance with therequirements of section 197(16) of the Act, as amended.
In our opinion, the managerial remuneration for the year ended 31 March 2025 has beenpaid by the Company to its directors in accordance with the provisions of Section 197 readwith Schedule V to the Act.
h) With respect to the other matters to be included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact itsfinancial position;
ii. The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the investorEducation and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge andbelief, other than as disclosed in the notes to the accounts, no funds have beenadvanced or loaned or invested (either from borrowed funds or share premiumor any other sources or kind of funds) by the company to or in any other person(s)
or entity(ies), including foreign entities ("Intermediaries"), with theunderstanding, whether recorded in writing or otherwise, that the Intermediaryshall, whether, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the company("UltimateBeneficiaries")or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries;
(b) The management of the company has represented that, to the best of itsknowledge and belief, no funds have been received by the company from anyperson(s) or entity(ies), including foreign entities ("Funding Parties"), with theunderstanding, whether recorded in writing or otherwise, that the companyshall, whether, directly or indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalfof the Ultimate Beneficiaries;
(c) Based on such audit procedures that we have considered reasonable andappropriate in the circumstances; nothing has come to our notice that has causedus to believe that the representations under sub-clause (i) and (ii) of Rule 11(e),as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year.
vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014is applicable from 1st April 2023. Based on our examination which included testchecks, the Company has used accounting software for maintaining its books ofaccount, which have a feature of recording audit trail (edit log) facility and thesame has operated throughout the year for all relevant transactions recorded inthe respective software:
Further, for the periods where audit trail (edit log) facility was enabled andoperated throughout the year for the respective accounting software, we did notcome across any instance of the audit trail feature being tampered with.
For Shah & Shah
Chartered Accountants
(ICAI Firm's Registration Number 131527W)
___
Per Tejas C. Shah
Partner Date:
Membership No. 135639 Place: Ahmedabad
udin: 25135639BMISVK8417