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 at March 31, 2025, the Statement of Profit and Loss, including other comprehensive income, Statement of Changes in Equity and the Statement of Cash flows for the year then ended and notes forming part of Ind AS financial Statements including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the 'Basis for Opinion' section of our report, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally 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 the matter 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 the borrowed funds, as a result, the outstanding balance at the close of the financial year stood at 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.
B. During the course of audit, we observed that one of the directors appointed during the year as an Additional Director (Non-Executive and 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.
We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in 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 of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient 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 Limited and Yash Shelters Limited, approved by the Hon'ble National Company Law Tribunal by its order dated March 25, 2025. As stated in the said note, the merger will be effective from April 15,2025, which is subsequent to the reporting date. Consequently, no adjustments have been made in the Ind AS financial Statements for the year ended March 31, 2025, in respect of this event.
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 at cost and depreciated on a yearly basis.
- The fair value of the investment property, which is required to be disclosed under Ind AS 40, has not been disclosed, and thus the disclosure requirements of the said standard are not fully complied with.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements of the current year. These matters were addressed in the context of our audit of Ind AS financial statements as a whole, and in forming our opinion thereon.
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Key Audit Matters
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How our audit addressed the key audit matter
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Advances paid for Outright purchase of Co-operative Housing Society for proposed development of commercial scheme (as described in Note 12 of Ind AS FS)
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With respect to advance given for Outright purchase of Co-operative Housing Society for proposed development of commercial scheme, the net recoverable value is based on the management's estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project, estimation of sale prices and construction costs and Company's business plans in respect of such planned developments.
The Company has advanced an amount towards the Outright purchase of Co-operative Housing Society for proposed development of commercial Scheme, as disclosed in Note 12 to the Ind AS financial Statements. This matter was of significant importance to our audit due to the high degree of management judgment involved in assessing the feasibility and commercial viability of the project, the recoverability of the advance, and the potential regulatory challenges in obtaining approvals for change of land use and zoning. There is inherent
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In respect of advance given for Outright purchase of Co-operative Housing Society for proposed development of commercial scheme, our audit procedures included the following:
• Obtained status update from the management and verified the underlying documents for related developments;
• Evaluated the management assessment w.r.t. recoverability of those advances and changes if any, in the business plans relating to such advances.
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uncertainty surrounding the timing and success of the proposed conversion, and any delays or regulatory hurdles could impact the carrying value of the advance.
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Related Party Transactions (as described in Note 31 of Ind AS FS)
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The company has undertaken transactions with its related parties in the ordinary course of business at arm's length. These include borrowing and lending loans from and to related parties as disclosed in Note 31 to the Ind AS financial Statements.
We identified the accuracy and completeness of the related party transactions and its disclosures as set out in respective notes to the Ind AS financial Statements as a key audit matter due to the significance of transactions with related parties and regulatory compliances thereon, during the year ended 31st March, 2025.
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Our procedures/testing included the following:
• Obtained and read the company's policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosures of related party transactions;
• Read minutes of shareholders' meetings, board meetings and minutes of meeting of those charged with governance in connection with company's assessment of related party transactions being in the ordinary course of business at arm’s length;
• Agreed the related party information disclosed in the Ind AS financial Statements with the underlying supporting documents, on sample basis.
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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 information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include Ind AS financial statements and our auditor's report thereon.
Our opinion on the Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other 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 Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Ind AS Financial Statements that give a true and fair view of the financial position, financial performance, change in equity and Cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) and accounting principles generally accepted in India, specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Ind AS Financial Statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company 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 reporting process.
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 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain Professional 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’one resulting 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 audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies 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 place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events 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 the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Ind AS Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Ind AS financial statements may be influenced. We consider quantitative materiality and qualitative 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 planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other 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 other unaudited financial information as regards Company's share of loss in partnership of Rs. 2.01 lacs for the year ended 31st March 2025. These unaudited financial statements and other unaudited financial information has been furnished to us by the management. Our opinion, in so far as it relates to company's share included in respect of the partnership firm, is based solely on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the management, these financial statements and other financial 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 Central Government 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 of our 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 Company so far as it appears from our examination of those books except for the matters stated in paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement and statement 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 Indian Accounting 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 our information, none of director is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g) With respect to the matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended.
In our opinion, the managerial remuneration for the year ended 31 March 2025 has been paid by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or 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 the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company("Ultimate Beneficiaries")or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management of the company has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us 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, 2014 is applicable from 1st April 2023. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software:
Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with.
For Shah & Shah
Chartered Accountants
(ICAI Firm's Registration Number 131527W)
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Per Tejas C. Shah
Partner Date:
Membership No. 135639 Place: Ahmedabad
udin: 25135639BMISVK8417
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