Innova Captab Ltd Directors Report

Dear Members,

The Board of Directors ("the Board") of the Innova Captab Limited ("the Company" or "Innova") is pleased to present the 22^nd Annual Report outlining the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended 31 March 2026 (hereinafter referred as "FY 2026" or "during the year"). The Board sincerely appreciates the continued trust, confidence, and support of our shareholders. Your unwavering faith inspires us to remain focused on disciplined execution, sustainable growth, and the creation of long term value for all stakeholders.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company for FY 2026 are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("the Act"). The table below sets forth the key financial parameters of the Companys performance during the year under review:

Particulars	Standalone	Consolidated
	FY 2026	FY 2025	FY 2026	FY 2025
Revenue from Operations	12,988.14	9,580.61	16,300.18	12,436.76
Other Income	132.43	167.75	74.20	120.45
Total Income	13,120.57	9,748.36	16,374.38	12,557.21
Total Expenses	12,002.35	8,549.45	14,491.74	10,847.05
Profit Before Tax	1,118.22	1,198.91	1,882.64	1,710.16
Total Tax Expenses	281.30	304.21	473.47	427.58
Profit for the year	836.92	894.70	1,409.17	1,282.58

2. REVIEW OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS:

Standalone Performance

During the year under review, on standalone basis, revenue from operations increased by 35.6% to Rs 12,988.14million in FY2026fromRs9,580.61 million in FY 2025. This growth was mainly influenced by volume growth through better capacity utilization. The EBITDA increased to Rs 1,646.10 million from Rs 1,390.74 million, demonstrating a growth of 18.4%.

The profit for FY 2026 was at Rs 836.92 million, decreasing by 6.46% from Rs 894.70 million in FY 2025 mainly impacted by fixed costs of Kathua, Jammu facility.

Consolidated Performance

During the year under review, on consolidated basis, revenue from operations increased by 31.1% to Rs 16,300.18 million in FY 2026 from Rs 12,436.76 million in FY 2025. This growth was mainly due to better capacity utilization and volume growth across the entities. The EBITDA increased by 26.3% to Rs 2,503.41 million. The EBITDA margin slightly declined to 15.4% in FY 2026 from 15.9% in FY 2025 primarily on account of scaling up of Kathua, Jammu facility. The profit for FY 2026 was at Rs 1,409.17 million, increasing by 9.9% from Rs 1,282.58 million in FY 2025, primarily on account of increased gross margin offset by increased in operational expenses due to scale up of Kathua, Jammu facility.

Business areas

During the year under review in line with this strategic focus, the Company has restructured its business from four earlier areas— Contract Development and Manufacturing Organization ("CDMO"), Branded Generics (Domestic), Branded Generics (International), and Sharon—into two consolidated business areas: CDMO and Branded Generics. Under the revised structure, the CDMO business area comprises the erstwhile CDMO operations, Sharon, and a portion of International Branded Generics, while the Branded Generics business encompasses Domestic Branded Generics and the remaining portion of International Branded Generics. This reorganization enhances operational clarity, improves resource allocation, and strengthens alignment with the Companys long-term growth strategy.

The CDMO vertical enables the Company to build and strengthen global partnerships, supported by a diversified portfolio and robust manufacturing capabilities. Complementing this, the Branded Generics vertical drives front-end growth by expanding our presence across domestic and international markets.

A. CDMO

CDMO business continued to be the largest business area, contributing approximately 70% to the total revenue. Revenue from this business stood at Rs 11,333.53 million in FY 2026, compared to Rs 9,156.18 million in the previous year. CDMO business strengths lies in accredited facilities, diversified product offerings, and deep client relationships. We remain focused on strengthening these partnerships and currently serve over 350 clients, 60+ countries, reflecting a well-diversified global presence, including several leading pharmaceutical companies in India. Our capabilities span a broad range of formulations, encompassing oral solids, injectables, and complex dosage forms. During the year, our product portfolio expanded significantly, increasing to over 4,200 products across multiple dosage forms.

B. Branded Generics

Branded Generics operations represent the Companys market-facing business, focused on driving growth through owned brand- led sales across domestic and international markets, encompassing the domestic branded generics portfolio along with a portion of the international business operated through a front-end model.

A strong and well-established domestic distribution network with over 250,000 touchpoints, along with a growing field force, enables deeper market penetration and enhanced product visibility. The area continues to demonstrate accelerated growth momentum, delivering strong year-on-year performance, with branded generics revenue reaching Rs 4,966.65 million in FY 2026, reflecting a robust 51.40% year-on-year growth.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Act and the SEBI Listing Regulations read with Ind AS 110-Consolidated Financial Statements, the consolidated audited financial statement forms part of this Annual Report.

4. TRANSFER TO RESERVES:

During FY 2026, the Company has not transferred any amount to Reserves. The Board had declared dividend out of retained earnings in accordance with Section 123 of the Act, read with the Companies (Declaration and Payment of Dividend) Rules, 2014.

5. DIVIDEND

During the year under review, the Board had declared an interim dividend of Rs 2/- (Rupees Two only) per equity share of Rs 10/- (Rupees Ten only) each, representing 20% of face value, for the year ended 31 March 2026. The amount of total dividend outflow was Rs 114.45 million. The dividend was paid out of the retained earnings.

Further, the dividend was paid in accordance with the Dividend Distribution Policy which is available at Dividend Distribution Policy.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Being the very first year of declaration of dividend for the Company, the Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the year under review.

7. SHARE CAPITAL:

As on 31 March 2026 the Authorized Share Capital of the Company is Rs 660,000,000 (Rupees Six Hundred Sixty million Only) consisting of:

1. 64,000,000 (Sixty-Four million) Equity Shares of Rs 10 each and

2. 2,000,000 (Two million) Preference Shares of Rs 10 each

The Paid-up Share Capital of the Company is Rs 572,249,290 (Rupees Five Hundred Seventy-Two Million, Two Hundred Forty-Nine Thousand and Two Hundred Ninety only) divided into 57,224,929 equity shares of face value of Rs 10 each.

During the year under review, no change occurred in the Capital Structure of the Company.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

As on 31 March 2026 the Company had three (3) subsidiaries as mentioned below and there has been no material change in the nature of business of the subsidiaries:

1. Univentis Foundation

2. Univentis Medicare Limited

3. Sharon Bio-Medicine Limited

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of Financial Statements of the Companys subsidiary(s) and their contribution to the overall performance of the Company in Form No. AOC-1 is appended as Annexure-A to the Directors Report.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at Policy for determining Material Subsidiaries.

There are no Associate Companies or Joint Venture Companies within the meaning of Section 2(6) of the Act.

The consolidated financial statements presented in this Annual Report include financial results of the subsidiary companies. The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies Ind AS and forms an integral part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate Audited Financial Statements in respect of subsidiaries, are available on the website of the Company at Financial Results.

9. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the year under review, there was no change in the nature of business of the Company.

10. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014. As on 31 March 2026 there were no deposits lying unpaid or unclaimed.

11. CREDIT RATING:

The Companys financial discipline and prudence is reflected in the strong credit ratings by rating agencies. The credit rating of the Company had revised upward and the brief detail of credit ratings are disclosed in the Corporate Governance Report which forms part of this Annual Report.

12. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL:

a. Board of Directors:

The Board is central to the Companys corporate governance framework and remains committed to upholding sound governance practices. It plays an essential role in overseeing management to ensure that the interest of members and other stakeholders are addressed in both the short-term and long-term.

The composition of the Board is in conformity with the Act and Regulation 17 of the SEBI Listing Regulations which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors. The composition of Board of Directors is as follows:

Name of the Director	Designation
Mr. Manoj Kumar Lohariwala	Chairman and Whole-Time Director
Mr. Vinay Lohariwala	Managing Director
Mr. Jayant Vasudeo Rao	Whole-Time Director
Mr. Archit Aggarwal	Non-Executive Non-Independent Director
Mr. Sudhir Kumar Bassi	Non-Executive Independent Director
Ms. Priyanka Dixit	Non-Executive Independent Director
Mr. Mahendar Korthiwada	Non-Executive Independent Director
Mr. Shirish Gundopant Belapure	Non-Executive Independent Director

The Board of Directors of the Company is led by the Chairman and comprises of Eight (8) Directors, consisting of Two (2) Whole-Time Directors, One (1) Managing Director, Four (4) Non-Executive Independent Directors (including One (1) Woman Independent Director) and One (1) Non- Executive Non-Independent Director.

The details of the Board and Committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report which forms part of this Annual Report.

b. Declaration by Independent Directors:

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have submitted declarations stating that each of them fulfils the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(l)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess the necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Independent Directors have complied with the Code of Conduct prescribed under Schedule IV of the Act and the declaration by Independent Directors had also been submitted by them.

Further, none of the Companys Directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All Directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other such authority.

c. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with rules thereunder and the Articles of Association of the Company, Mr. Jayant Vasudeo Rao (DIN: 03627850),

Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment. In compliance with Secretarial Standard-2, the brief resume, expertise and other details of Mr. Jayant Vasudeo Rao is given in the notice convening this AGM. Based on the recommendations of the Nomination and Remuneration ("NRC") of the Company, the Board has recommended his reappointment as Director at the ensuing AGM.

d. Reappointment of Directors:

The Board of Directors at its Meeting held on 25 May 2026 approved re-appointment of Mr. Manoj Kumar Lohariwala (DIN: 00144656) as Whole-Time Director of the Company for a period of five (5) consecutive years commencing from 18 March 2027 upto 17 March 2032 (both days inclusive) on the terms and conditions mentioned in the Notice convening the ensuing 22^nd AGM, subject to the approval of the shareholders through ordinary resolution.

The Board of Directors at its Meeting held on 25 May 2026 approved re-appointment of Mr. Vinay Lohariwala (DIN: 00144700) as Managing Director of the Company for a period of five (5) consecutive years commencing from 18 March, 2027 upto 17 March, 2032 (both days inclusive) on the terms and conditions mentioned in the Notice convening the ensuing 22^nd AGM, subject to the approval of the shareholders through ordinary resolution.

The Board of Directors at its Meeting held on 25 May 2026 approved re-appointment of Mr. Sudhir Kumar Bassi (DIN: 07819617) as Non-Executive Independent Director of the Company for a second of five (5) consecutive years commencing from 01 April 2027 upto 31 March 2032 (both days inclusive) on the terms and conditions mentioned in the Notice convening the ensuing 22^nd AGM, subject to the approval of the shareholders through special resolution.

The Board of Directors at its Meeting held on 25 May 2026 approved re-appointment of Mr. Shirish Gundopant Belapure (DIN: 02219458) as Non-Executive Independent Director of the Company for a second of 5 (five) consecutive years commencing from 01 April 2027 upto 31 March 2032 (both days inclusive) on the terms and conditions mentioned in the Notice convening the ensuing 22^nd AGM, subject to the approval of the shareholders through special resolution.

The Board of Directors at its Meeting held on 25 May 2026 approved re-appointment of Mr. Mahendar Korthiwada (DIN: 09558992) as Non-Executive Independent Director of the Company for a second of 5 (five) consecutive years commencing from 01 April 2027 upto 31 March 2032 (both days inclusive) on the terms and conditions mentioned in the Notice convening the ensuing 22^nd AGM, subject to the approval of the shareholders through special resolution.

The Board of Directors at its Meeting held on 25 May 2026 approved re-appointment of Ms. Priyanka Dixit (DIN: 06578720) as Non-Executive Independent Director of the Company for a second of 5 (five) consecutive years commencing from 01 April 2027 upto 31 March 2032 (both days inclusive) on the terms and conditions mentioned in the Notice convening the ensuing 22^nd AGM, subject to the approval of the shareholders through special resolution.

e. Change in Key Managerial Personnel ("KMP"):

During the year under review, there has been no change in the KMP of the Company. Pursuant to the provisions of Section 203 of the Act, the KMP of the Company as on the date of this report are:

Name of the Key Managerial Personnel	Designation
Mr. Manoj Kumar Lohariwala	Chairman and Whole-Time Director
Mr. Vinay Lohariwala	Managing Director
Mr. Jayant Vasudeo Rao	Whole-Time Director
Mr. Lokesh Bhasin	Chief Financial Officer
Mr. Mukesh Kumar Singh	Deputy Chief Financial Officer
Ms. Neeharika Shukla	Company Secretary and Compliance Officer

f. Appointment and Resignation of Senior Managerial Personnel ("SMP"):

During the year under review, there has been no change in the SMP of the Company. The SMP of the Company as on the date of this report are:

Name of the SMP	Designation
Mr. Jayant Vasudeo Rao	Whole-Time Director
Mr. Lokesh Bhasin	Chief Financial Officer
Mr. Mukesh Kumar Singh	Deputy Chief Financial Officer
Ms. Neeharika Shukla	Company Secretary and Compliance Officer

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company, on recommendation of its NRC, has laid down a Nomination and Remuneration Policy, in compliance with Section 178(3) of the Act read with the Rules made therein and Regulation 19(4) read with Part D of Schedule II of SEBI Listing Regulations and Listing Agreement entered with the Stock Exchanges (as amended from time to time).

The Company affirms that the remuneration paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy of the

Company for appointment and remuneration of Directors, SMP including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Act is available on the Companys website at Nomination and Remuneration Policy.

14. PARTICULARS OF REMUNERATION:

The percentage increase in remuneration, ratio of remuneration of each Director and KMP (as required under the Act) to the median of employees remuneration, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure-B of this report.

Details of employees remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available before the AGM in electronic mode to any shareholder upon request sent at investors@innovacaptab.com.

15. HUMAN RESOURCES AND EMPLOYEE RELATIONS:

The number of employees in the Company as on 31 March 2026 were 2,298. The Company places great emphasis on ensuring gender diversity within the organization, as at the financial year-end 3.83% of the employees were female. The Company is putting in efforts in this aspect to improve gender ratio.

The Company is committed to maintain a high level of compliance with the applicable labour laws and has implemented various policies and process to ensure timely completion of all periodic labour compliances and for monitoring and maintaining the status of compliances on an on-going basis.

The Company is also pleased to announce that it has implemented various initiatives for the benefit of its employees, such as milestone/stage based project management, leverage automation to streamline operations and well-being initiatives viz. health and fitness initiatives, employee engagement activities, work-life balance via streamlined work timings, monthly satisfaction surveys, employee training and skill enhancement and rewards and recognition/ belongingness.

16. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is available on Companys website at Annual Returns.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act , the Board of Directors hereby state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

b. we 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 at the end of the financial year and of the profit of the Company for the year;

c. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. we have prepared the annual accounts on a going concern basis;

e. we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Companys business policy and strategies apart from other urgent business matters.

During the year under review, Four (4) meetings of the Board of Directors were convened. The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Act, Secretarial Standard on Board Meetings (SS-1) and SEBI Listing Regulations as amended from time to time. The detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of this Annual Report.

19. ANNUAL EVALUATION OF PERFORMANCE BYTHE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis. The performance evaluation was carried out by the NRC in its meeting held on 28 March 2026. The recommendations of the Committee were subsequently considered by the Board at its meeting held on 07 May 2026 thereby concluding the performance evaluation process.

The evaluation was conducted via a questionnaire containing qualitative questions with responses provided on a rating scale. Evaluation was based on criteria such as the composition of the Board and its Committees, their functioning, communication between the Board, its Committees and the management of the Company and performance of the Directors and Chairperson of the Board based on their participation in effective decision making and their leadership abilities.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was discussed by the NRC and the Board at their respective meetings and noted the performance to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations a separate meeting of the Independent Directors of the Company was held on 28 March 2026 to review, among other things, the performance of Non-Independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

21. COMMITTEES OF THE BOARD:

During the year under review, there were no change in the composition of the Committees of the Board. As on the date of this Report, the following are the Committees of the Board:

a. Audit Committee ("AC")

b. Nomination and Remuneration Committee ("NRC")

c. Stakeholders Relationship Committee ("SRC")

d. Corporate Social Responsibility Committee ("CSR")

e. Risk Management Committee ("RMC")

The composition of various Committees and meetings held is detailed below:

a. AUDIT COMMITTEE("AC"):

The AC is duly constituted in accordance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The AC met Four (4) times during the FY 2026. The Company Secretary of the Company acts as a Secretary to the Committee.

The details including composition of the AC, terms of reference, attendance etc., are included in the Corporate Governance Report which is a part of this Annual Report.

During the year under review, the Board has accepted all recommendations of the AC and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the AC by the Board.

b. NOMINATION AND REMUNERATION COMMITTEE ("NRC"):

The NRC is duly constituted in accordance with provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. The NRC met Two (2) times during the FY 2026.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

("SRC"):

The SRC is duly constituted as per the provisions of Section 178(5) of the Act and Regulation 20 of the SEBI Listing Regulations. The SRC met One (1) time during the FY 2026.

The details including composition of the SRC, terms of reference, attendance etc., are included in the Corporate Governance Report which forms part of this Annual Report.

d. CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE:

The CSR Committee is duly constituted in accordance with the provision of Section 135 of the Act. The CSR Committee met One (1) time during the FY 2026.

The details, including composition of the CSR Committee, terms of reference, attendance etc., are included in the Corporate Governance Report which is a part of this Annual Report.

e. RISK MANAGEMENT COMMITTEE ("RMC"):

The RMC is duly constituted pursuant the provisions of the Act and Regulation 21 of SEBI Listing Regulations. The RMC met Two (2) times during the FY 2026.

The Company has a well-defined Risk Management Policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness across the organization and integrate risk management within the corporate culture.

The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Companys activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Companys objectives.

The Board, the AC and the RMC have the responsibility for overseeing all risks. The RMC is, inter-alia, authorized to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis.

The details including composition of the RMC, terms of reference, attendance are included in the Corporate Governance Report which is a part of this Annual Report.

22. AUDITORS:

a. Statutory Auditors and Statutory Auditors Report:

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) were appointed as Statutory Auditors of the Company, for a term of five consecutive years to hold office from the conclusion of 17^th Annual General Meeting of the Company held on 30^th November 2021 till the conclusion of 22^nd AGM to be held in the FY 2027 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Company and the Auditors.

Further, pursuant to the provisions of Section 139 and all other applicable provisions of the Act read with Companies (Audit & Auditors), Rules, 2014, the Company has re-appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) as the Statutory Auditors of the Company for a term of Five (5) consecutive years in the upcoming 22^nd AGM of the Company i.e. from financial year 2026-27 to financial year 2030-31 (till conclusion of 27^th AGM of the Company). The resolution seeking approval of shareholders for the same is set out in the Notice calling the 22^nd Annual General Meeting of the Company.

M/s. B S R & Co. LLP have consented to the said re-appointment and confirmed that their re-appointment, if made, would be within the limits specified in the Act and Rules made thereunder. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of disqualifications as per the provisions of Section 139 and 141 of the Act & Rules made thereunder and SEBI (LODR) Regulations, 2015 and as mentioned in SEBI Circular No.: SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31 December 2024.

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

b. Cost Auditors:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records and have them audited every year. Accordingly, the Company has made and maintained the cost accounts and records as required.

Based on recommendation of the AC and approved by the Board, M/s. Gurvinder Chopra & Co., Cost Accountant, (Firm Registration Number 100260),

were appointed as the Cost Auditors of the Company to carry out audit of the cost records of the Company for the FY 2026.

The resolution seeking ratification of the remuneration to the said cost auditors for the FY 2027 is set out in the Notice calling the 22^nd Annual General Meeting of the Company. The Cost Auditors have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of Section 141(3) & (4) read with proviso to Section 148(3) of the Act.

c. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Jaspreet Dhawan & Associates, Practicing Company Secretaries (FCS No. 9372, C.P. No. 8545, Peer Review No. S2009PB119300), were appointed as the Secretarial Auditors of the Company.

The appointment is for a term of five consecutive years, commencing from the conclusion of the 21^st Annual General Meeting (AGM) held in the financial year 2025-26 and continuing up to the conclusion of the 25^th AGM of the Company.

The resolution for the aforesaid appointment was duly approved by the shareholders at the 21^st Annual General Meeting of the Company.

The Secretarial Audit Report in the prescribed Form No. MR-3 of the Company received from M/s. Jaspreet Dhawan & Associates, Practicing Company Secretaries (FCS No. 9372) for the year ended 31 March 2026 is annexed as Annexure-C and forms part of this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

As on 31 March 2026 the Company has 2 material subsidiary(ies) viz. Univentis Medicare Limited and Sharon Bio-Medicine Limited. Therefore, as per the requirement of Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report of the material unlisted subsidiary(ies) of the Company for the FY 2026 as received from M/s. Jaspreet Dhawan & Associates, Practicing Company Secretaries and M/s Deepti & Associates, Practicing Company Secretaries, respectively is annexed as Annexure-C and forms part of this report.

Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated 30 January, 2025, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the FY 2026, from M/s Jaspreet Dhawan & Associates, Practicing Company Secretaries on compliance of all applicable SEBI Listing Regulations and circulars / guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges on 29 April 2026.

d. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, M/s. Grant Thornton Bharat LLP, Chartered Accountants, (Firm Registration Number AAA-7677) were appointed as the Internal Auditors to conduct the Internal Audit for the FY 2026 of the Company.

23. MAINTENENCEOFTHECOST RECORDS:

For the FY 2026, the provisions of Cost Audit as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, were applicable to the Company. As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 the Company was required to maintain cost records for the FY 2026 and accordingly, such accounts and records are maintained.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, during the year under review there were no frauds reported by the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors of the Company to the AC or the Board of Directors. Hence, there is nothing to report under Section 134(3)(ca) of the Act.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis for the year under review, as stipulated under regulation 34 read with part B of Schedule V of the SEBI Listing Regulations is available as separate section of this Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Securities and Exchange Board of India ("SEBI"), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report ("BRSR"). Pursuant to the same, SEBI has mandated top 1,000 listed companies, based on market capitalization, to submit BRSR in the format as specified by SEBI from time to time. The same is available as separate section as a part of this Annual Report.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of Financial Control System in the

Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain a high Standard of Internal Financial Control.

During the year under review, no material or serious observation has been received from the Auditors of the Company citing inefficiency or inadequacy of such controls. An extensive internal audit was carried out by M/s. Grant Thornton Bharat LLP, Chartered Accountants (Firm Registration Number AAA-7677) and post audit reviews were also carried out to ensure follow up on the observations made.

28. VIGIL MECHANISM POLICY:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy and has established a vigil mechanism for directors and employees in confirmation with Section 177 of the Act and the Rules framed thereunder and Regulation 22 of the Listing Regulations to report their concerns. For more details on the Vigil Mechanism and Whistle Blower Policy, please refer to the Corporate Governance Report. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, Company has Vigil Mechanism and Whistle Blower Policy and has established necessary framework to protect genuine whistle blowers, employees, third parties from any unfair treatment. A report on the whistle-blower complaints, as received, is placed on quarterly basis before the AC for its review.

The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at Vigil Mechanism and Whistle Blower Policy.

29. CSR INITIATIVES:

The Company believes that while the growth and success of its business remain a key priority, the achievement of its broader objectives is intrinsically linked to meeting the needs of the communities in which it operates. Community development entails the implementation of a long term and structured approach aimed at creating a sustainable and supportive framework for community progress. Accordingly, the Companys approach to CSR extends beyond mere statutory compliance and is focused on creating meaningful social and environmental value.

The CSR Committee of the Board provides oversight and strategic guidance for the Companys CSR initiatives, ensuring alignment with the CSR Policy approved by the Board. The CSR Policy outlines the key focus and thrust areas around which CSR programmes, projects, and activities are designed and implemented to deliver measurable and positive outcomes for identified stakeholder groups. During the year under review, the Companys CSR initiatives continued to be aligned with these focus areas and were implemented in accordance with the CSR Policy, thereby contributing positively to the communities served.

A brief outline of the Policy on CSR is available on the website of the Company at Corporate Social Responsbility Policy.

The Annual Report on CSR activities is enclosed as Annexure-D.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company consciously makes all efforts to conserve energy across its operations. The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-E and forms part of this Annual Report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

In accordance with the provisions of Section 186 of the Act, the details of Loans, Guarantees given and Investments made by the Company as on 31 March 2026 are provided in the notes to the accounts of the Standalone Financial Statements which forms part of this Annual Report.

32. DIRECTORS AND OFFICERS LIABILITY INSURANCE:

The Company has in place the Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and Officers of the Company in line with Regulation 25(10) of the SEBI Listing Regulations.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions and the same has been hosted on Companys website at Related Party Transaction Policy.

The Company has in place a robust process for approval of Related Party Transactions and dealing with Related Parties. As per Regulation 23 of the SEBI Listing Regulations and Section 177 of the Act, all the applicable related party transactions are placed before the AC for their review and approval. Further, prior to entering into related party transactions of repetitive nature and in the ordinary course of business at an arms length basis, omnibus approval of the AC is obtained. Further, the Company has not entered into any material related party transaction during the year except with its wholly owned subsidiary. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to the Company, since there were no material transactions with related parties.

All the transactions entered during the financial year under review with the related parties pursuant to section 188 of the Act, were in the ordinary course of the business, on the arms length basis and are reported /stated in the Notes to the Accounts of the Standalone Financial Statements of the Company which forms part of this Annual Report.

34. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Board of Directors of the Company, at its meeting held on 19 May 2025, approved the shifting of the Companys registered office from 601, Proximo, Plot No. 19, Sector 30A, Vashi, Navi Mumbai, Maharashtra - 400705 to 1513,15th Floor, Satra Plaza CHS Ltd., Plot No. 19 & 20, Sector 19D, Vashi, Navi Mumbai - 400703, Maharashtra, India. The change in registered office is effective from 02 June 2025 and has no impact on the financial position of the Company.

No material changes or commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these Financial Statements relate and the date of this report, except as disclosed in this Annual Report.

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company was not required to obtain this valuation report.

36. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company or will have bearing on Companys operations.

37. RISK AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy and Business Continuity Plan to

Identification of the Risk Assessment of Risk Measurement and Control Continuous Assessment

A detailed exercise is carried out as per Business Continuity Management ("BCM") and Standard Operating Procedure ("SOP") designated by the Board to identify, evaluate, manage and monitor both business and non-business risk. In this regard, the Company continues to exercise prudence on its Strategic Risks, Regulatory Risks, Legal and Secretarial Compliance Risks, Financials Risks, Operational Risks, People Risks along with some other risk which might affect business operation. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. A copy of the Risk Management Policy is placed on the Companys website www.innovacaptab. com and can be accessed at Risk Management Policy.

The following are the key risks faced by the Company and mitigation plans for each of those risks:

Risk	Mitigation Measures
Competition and Supplier Risk	The Company is focused on building economies of scale into the business. It has strengthened its long-term relationships with customers and developed alternative suppliers to safeguard the raw material supply chain.
Regulatory and Compliance Risks	The Company has a framework in place to ensure timely compliance with regulatory and secretarial requirements. The Company had also continued to upgrade and maintain its compliances process through a third-party compliances tool. The compliances were regularly reviewed by Senior Management, and all mandatory disclosures were published on the Companys website in timely manner. The Company had ensured prompt and timely implementation of changes and updates arising from the evolving regulatory environment. These updates were tracked both internally and through external consultants and auditors, who remained informed of all regulatory developments relevant to the Company.
Legal Risks	The legal and compliances team is dedicated to ensure strict adherence to all relevant regulations. In close collaboration with the Board of Directors and senior management, they work tirelessly to uphold these regulatory standards. The Company had implemented a litigation tracker to monitor all ongoing legal matters. Legal notices were regularly reviewed, and guidance was sought from external consultants to ensure appropriate responses and compliances. Additionally, an agreement tracker was maintained for customer contracts, and all legal matters were routed through the appointed consultants for review and finalization. This framework enabled the Company to maintain effective oversight and control over its legal risk exposure.
Financials Risks	The Company has robust strategy and framework in place to timely compliances of all applicable Acts, Statutes and Internal Control over Financial Reporting. The Company had reaffirmed its internal financial controls and standardized quarterly closings to ensure full compliances.
Operational Risks	The Company has established comprehensive Standard Operating Procedures (SOPs) covering all critical operations, fully aligned with Good Manufacturing Practices (GMP) and the regulatory requirements of global authorities and CDMO customers. Compliances is reinforced through regular audits by regulators and customers, ensuring sustained adherence to applicable standards. Operations and production planning are structured to support business continuity and operational resilience, supported by a robust Business Continuity Plan (BCP) to manage unforeseen disruptions. All procedures and quality controls are thoroughly documented to minimize risk and ensure consistent delivery. Third party risks are mitigated through structured due diligence and clearly defined service agreements. Ongoing training programs strengthen compliances awareness and operational excellence, reflecting the organizations continued commitment to regulatory compliances, quality, and audit readiness.

Pursuant to Regulation 21 of the SEBI Listing Regulations, the Board of Directors have constituted Risk Management Committee ("RMC") for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and has complied with all the applicable provisions of the Secretarial Standards during the year under review.

39. PREVENTION OF INSIDER TRADING:

For dealing in shares and Unpublished Price Sensitive Information ("UPSI") of the Company and

in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI InsiderTrading Regulations) the Company has formulated and adopted the following policies:

Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders.

Code of practices and procedures for fair disclosure of UPSI.

The aforesaid policies and codes are designed to maintain the highest ethical standards of trading in securities of the Company, to regulate, monitor and ensure pre-clearance and reporting of trades by the Designated Persons (including their immediate relatives) identified basis their functional role/ seniority in the Company/its wholly owned subsidiary Company (including step down subsidiary), advise designated persons and employees on protection of UPSI and on the compliances and procedures to be followed while dealing with securities and UPSI of the Company including entry in Structured Digital Database, investigation procedure in case of leak/suspected leak of UPSI and cautions them of the consequences of violations. The said Code is available on the website of the Company at Code of Conduct for Prevention.

Code of practices and procedures for fair disclosure of unpublished price sensitive information.

40. INFORMATIONUNDERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment ("POSH" policy) at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under to provide a safe and harassment free workplace for every individual working in any office of the Company.

The Company has duly set up an Internal Complaints Committee ("ICC") in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The detailed disclosure is mentioned in the Corporate Governance Report which also forms part of Annual report.

41. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company hereby confirms its compliance with the applicable provisions of the Maternity Benefit Act, 1961, including adherence to statutory requirements relating to maternity leave, medical bonus, nursing breaks and creche facility. The Company is committed to ensuring the welfare and rights of its women employees by implementing necessary measures and maintaining adequate policies and internal procedures. These initiatives aim to promote a safe, inclusive, and supportive work environment, in line with the provisions of the Maternity Benefit Act and other applicable laws.

42. OTHER INFORMATION:

Green Initiative:

In support of the "Green Initiative" undertaken by the Ministry of Corporate Affairs ("MCA"), to contribute towards a greener environment, the Company has adopted and implemented this initiative. Accordingly, as permitted, delivery of notices, documents, annual reports and other communications are being sent to members via electronic mode.

General:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

3. Buy back of the shares of the Company;

4. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

43. ACKNOWLEDGEMENT

The Directors also acknowledges and appreciates the contribution made by dedicated and loyal past and present employees of all levels of the Company for their hard work, dedication, commitment and efforts. The Directors also express their gratitude for the continuous co-operation, assistance and support extended by all stakeholders, Government Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers etc. of the Company.

For and on behalf of the Board of Directors

Innova Captab Limited

Manoj Kumar Lohariwala

Chairman and Whole-Time Director

DIN: 00144656