Your Directors have pleasure in presenting their Thirty Four Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31, 2025.
The summary of the Company's financial performance for F.Y. 2024-25 compared to theprevious 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 andTax 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 itemsand Tax Expense
-199.76
Less: Exceptional Items
Profit / (Loss) Before Tax
Less: Provision for Tax & Deferred Tax
124.86
-38.60
Profit / (Loss) After Tax
-324.62
76.43
Other Comprehensive income (net oftax effect)
Total Comprehensive income/loss
Add : Balance as per last FinancialStatement
727.43
651.00
Disposable Surplus
Less : Transfer to General Reserve
Dividend Paid
Dividend Distribution Tax
Balance carried forward
402.81
The Board's Report is prepared based on the stand alone financial statements of thecompany.
During the year under review, the company recorded total loss of Rs 21.63 lakhs againstprofit of Rs. 274.94 lakhs during last financial year (i.e. 2023-24). The performance of thecompany has been decreased with respect to overall turnover during the financial year2024-25.
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 actualpace of global economy.
During the year under review, the directors did not recommend any Dividend for the year2024-25.
The company has not transferred any amount to reserves during the financial year 2024-25.
During the FY 2024-25 under review, below changes were occurred in the board of thecompany.
1. Appointed Mr Aadit Dalal as Additional Director of the company w.e.f. 13.11.2024subject to regularization in upcoming AGM.
2. Appointed Ms Twishaa Bhagat as Additional Director of the company w.e.f. 13.11.2024subject to regularization in upcoming AGM.
3. Resignation of Mrs Angana Bhagat from the post of Non Executive Women Director ofthe 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 from07.07.2025.
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
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executiveDirector, 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 datesof which are as follows:
10.02.2024
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executivedirector, Mr. Ashish Prakash PrakashTripathi, Independent non-executive Director and Mrs.Angana Bhagat, non-executive director, Ms. Twishaa Bhagat, Additional Director (NonExecutive Women Director).
01.07.2024
30.09.2024
31.12.2024
31.03.2025
The Company's policy relating to the appointment of directors, positive attributes, andindependence of directors, remuneration and other related matters as provided in Section178(3) of the Companies Act, 2013 is available onwww.yashinnoventures.com/Investor/Policies.
Nomination and Remuneration Committee comprises of Mr. Hirenbhai Patel, Chairmanand Independent non-executive director, Mr. Ashish Prakash PrakashTripathi, Independentnon-executive Director and Mrs. AnganaBhagat, non-executive director.
During the Financial Year 2024-25, One (1) Nomination and Remuneration Committeemeeting were held; date of which are as follows:
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executivedirector, 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:
M/S. SHAH & SHAH, Chartered Accountants, (F.R.NO.131527W), who have offeredthemselves for appointment and have confirmed their eligibility to be appointed asAuditors, in terms of provisions of section 141 of the Companies Act, 2013 has beenappointed as statutory auditors of the company for the term of five consecutive years tohold 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 StatutoryAuditor in its report.
The Board of Directors of the Company has discussed the remarks as mentioned inStatutory Audit Report at arm's length. The qualification raised by the Statutory Auditor inits report and the justification of Board of Directors on the same are as follows:
Sr
No
Qualification
Justification by board
During the financial year, the company has borrowedfunds amounting to Rs 1088.33 lacs from a non¬corporate entity, namely a partnership firm.Subsequently, the company repaid Rs 408.81 lacs ofthe borrowed fund, as a result, the outstandingbalance at the close of financial year stood at Rs679.52 lacs. This transaction in our opinion is acontravention of the provisions of section 73 readwith Companies (Acceptance of Deposits) Rules, 2014
The board has clarified that YashInnoventures Limited hasreceived an advance paymentfrom Prime Financial & Co. inaccordance with the termsoutlined in the Service SupplyAgreement executed betweenthe parties.
Since the amount receivedrepresents an advance for thesupply of services and not adeposit or loan, the transactiondoes not fall within the purviewof Section 73 of the CompaniesAct, 2013. Accordingly, there isno violation of Section73, and the said advance shouldnot be classified as a publicdeposit.
Also, the company has alreadysent the Service SupplyAgreement to the Statutory
Auditor of the company.
2.
During the course of Audit, we observed that one ofthe director appointed during the year as anAdditional Director (Non-Executive Independent) butthe director does not meet the criteria forindependence as defined under section 149(6) of theAct and the relevant rules issued thereunder. In ouropinion, this represents a departure from therequirements of the Act and could have implicationson governance and oversight of financial reporting.
The Board has informed that thecompany appointed one directoras Additional Director was as perthe definition of Companies Act,2013 also that Additional Directorhas been resigned from theboard dated 07.07.2025.
During the year, the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes reviewof processes for safeguarding the assets of the Company, review of operational efficiency,effectiveness of systems and processes, and assessing the internal control strengths in allareas.
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 formaintaining cost record for the financial year 2024-25
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 conductthe Secretarial Audit of the company for FY 2024-25. The Report of the Secretarial Auditorfor the FY 2024-25 is annexed to this report as "Annexure I"
There were qualifications, reservations or adverse remarks made by the Secretarial Auditorsin their report for the FY 2024-25 and the justification of Board of Directors on the same areas follows.
Sr.
Compliance
Requirement
(Regulations/
circulars/
guidelines
including
specific
clause)
Deviations
Observations/Remarks of thePracticing CompanySecretary
Justification by boards
1.
Regulation17(1 C)(a) ofSEBI (LODR)Regulations,2015.
The approval ofthe shareholderis not takenwithin 3 monthof theappointment ofthe Ms.TwishaaGnanesh Bhagatand Mr. AaditRajal Dalal asDirectors.
The company hasundertaken correctivemeasures to not repeatthe same.
The Company will takeshareholders approvalfor the regularization ofMs. Twishaa Bhagat inupcoming AGM.
Regulation 76of SEBI(DepositoriesAnd
Participants)
Regulations,
2018.
8 days delay insubmission ofReconciliation ofShare Capitalfor the Quarterended on 30thSeptember,
2024
We were not receivedthe Reconciliation ofShare Capital for theQuarter ended on 30thSeptember, 2024 fromPracticing CompanySecretary on time.
3.
The companyhas made delayof in uploadingform DPT-3 andMGT-14 foraccount
adoption duringthe FinancialYear 2024-25
Delay inuploading.
Due to some technicalissue of MCA, thecompany has failed tosubmit the E form DPT-3and MGT-14 on timelybasis.
4.
Section 149(6)for IndependentDirectorappointment
During the yearthe companyhas appointedadditionalindependentdirector whowere not
The company has takencorrective measuresafter financial year.
The Company hasalready resigned MrAadit Dala from the postof Additional Director on07.07.2025.
meeting thecriteria forindependence asper section149(6) of thecompanies act.
5.
Section 73 of theCompanies Act,2013
The companyhas borrowedfund frompartnership firm
The Company has madeAdvance payment tofirm for the Supply ofServices and alreadycreated Service ofSupply Agreement withthe firm and copy ofagreement submittedwith the StatutoryAuditor and SecretarialAuditor.
The Board of Directors has carried out an annual evaluation of its own performance, Boardcommittees and individual directors pursuant to the provisions of the Companies Act, 2013and the corporate governance requirements as prescribed by Securities and ExchangeBoard 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 DisclosureRequirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structure,effectiveness of board processes, information and functioning, etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees, effectiveness ofcommittee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as the contributionof the individual director to the Board and committee meetings like preparedness on theissues 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-independentdirectors, performance of the board as a whole and performance of the Chairman wasevaluated, 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 theIndependent Directors, at which the performance of the Board, its committees andindividual directors was also discussed.
Your company has not accepted any fixed deposits from the public within the provisions ofSection 73 to 76 of the Companies Act, 2013.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read withRegulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Companyat www.yashinnoventures.comunder investors/Policies/Whistle blower Policy link.
(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
(iii)
the capital investment on energy conservation equipment's
(b) Technology absorption
the efforts made towards technology absorption
the benefits derived like product improvement, cost reduction, productdevelopment or import substitution
in case of imported technology (imported during the last three yearsreckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, andthe reasons thereof
(iv)
the expenditure incurred on Research and Development
As the Company has not carried out any activities relating to the export and import duringthe financial year. There is no foreign exchange expenses and foreign income during thefinancial year 2024-25.
The Board has on the recommendation of Nomination and Remuneration / CompensationCommittee framed a policy on directors' appointment and remuneration of Directorsincluding criteria for determining qualification, positive attributes, independence ofdirectors and remuneration for Directors, Key Managerial Personnel and other employees.The policy is annexed to this report as "Annexure II".
All related party transactions that were entered during the financial year were in ordinarycourse of the business of the company and were on arm's length basis. All such RelatedParty Transactions are placed before the Audit Committee for approval.
The policy on materiality of Related Party Transactions and also on dealing with RelatedParty Transactions as approved by the Audit Committee and the Board of Directors hasbeen uploaded on the website of the Company at www.yashinnoventures.com underinvestors/Policies/Related Party Transaction Policy link.
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 isdisclosed in Form No. AOC-2 in "Annexure - III".
In terms of provisions of Section 134(3)(g), the company has granted Loans, guarantee, andmade 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, isannexed hereto as "Annexure IV" and forms part of this Report.
A. The ratio of the remuneration of each director to the median employee's remuneration andother details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 readwith 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 theCompanies Act, 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paidremuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 CrorePer Annum if employed for the whole year.
Your Board of Directors during the year under review approved the Corporate SocialResponsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 ofthe 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 Companyathttps://yashinnoventures.com/documents/CSR-Policy.pdf.
A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during thefinancial 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, asthe conditions given in section 135 (1) is fulfilled so your company has spent under CSR inthe year 2024-25.
Your Company treats its "human resources" as one of its most important assets. YourCompany continuously invests in attraction, retention and development of talent on anongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement. The Company's Health and Safety Policy commits to providea healthy and safe work environment to all employees.
To foster a positive workplace environment, free from harassment of any nature, we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which weaddress complaints of sexual harassment at all the workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant withthe law of the land where we operate. We have also constituted aInternal ComplaintsCommittee (ICC) to consider and address sexual harassment complaints in accordance withthe 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 sexualharassment reported.
There was no change in the nature of business of the company during the year under review.
As per corporate governance norms, a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisReport.
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future.
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.
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) on15.04.2025 to the Shareholders of Transferee company pursuant to the scheme ofArrangement in the nature of amalgamation of Yash Shelters Limited (TransferorCompany) with Yash Innoventures Limited (Transferee Company) and their respectiveshareholders and creditors.
2. Approval Letter from BSE has been received on 17.07.2025 regarding listing of 93,08,800Equity shares pursuant to the scheme of Arrangement in the nature of amalgamation ofYash Shelters Limited (Transferor Company) with Yash Innoventures Limited (TransfereeCompany) and their respective shareholders and creditors.
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, theapplicable accounting standards read with requirement set out under Schedule III to theAct, have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31, 2025 and of the profit ofthe company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 companyand 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 ofall applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions, banks, Governmentauthorities, customers, vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the commitmentshown by the employees in supporting the Company in its continued robust performanceon all fronts.
MR. GNANESH BHAGATMANAGING DIRECTOR(DIN:00115076)