Innova Captab Ltd Directors Report

Dear Members,

The Board of Directors (“the Board") of the Company is pleased to present the 21^st Annual Report of Innova Captab Limited (“the Company" or “Innova") along with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year (“FY") ended 31 March 2025 (hereinafter referred as “FY 2025" or “during the year"). We appreciate the continued support and confidence of our shareholders. Your trust motivates us to work hard and focus on delivering steady progress and value.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company for FY 2025 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 (“Act").

The table below sets forth the key financial parameters of the Companys performance during the year under review:

( in million)

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from Operations	9,580.61	8,649.29	12,436.76	10,813.05
Other Income	167.75	107.18	120.45	124.89
Total Income	9,748.36	8,756.47	12,557.21	10,937.94
Total Expenses	8,549.45	7,819.49	10,847.05	9,642.65
Profit Before Tax	1,198.91	936.98	1,710.16	1,295.29
Total Tax Expenses	304.21	255.37	427.58	351.84
Profit for the year	894.70	681.61	1,282.58	943.45

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 10.8% to 9,580.61 million in FY 2025 from 8,649.29 million in FY 2024. This growth was mainly influenced by volume growth through better capacity utilization. The EBITDA increased to 1,390.74 million from 1186.88 million, demonstrating a growth of 17.2%.

The profit for FY 2025 was at 894.70 million, increasing by 31.3% from 681.61 million in FY 2024, as a result of increased EBITDA complemented by savings in finance cost.

Consolidated Performance

During the year under review, on consolidated basis, revenue from operations increased by 15.0% to 12,436.76 million in FY 2025 from 10,813.05 million in FY 2024. This growth was mainly due to better capacity utilization and volume growth across the entities.

The EBITDA increased by 18.7% to 1,982 million. The EBITDA margin also showed improvement to 15.9% in FY 2025 from 15.4% in FY 2024 primarily on account of better gross margin.

The profit for FY 2025 was at 1282.58 million, increasing by 35.9% from 943.45 million in FY 2024, as a result of increased EBITDA and savings in finance cost due to repayments of borrowings post IPO.

Business areas

A. CDMO Business

The Contract Development and Manufacturing Organization (“CDMO") business continued to be the largest business area, contributing approximately 53.1% to the total revenue. Revenue from this business stood at 6,598.88 million in FY 2025, compared to 6,217.58 million in the previous year. Long-standing client relationships remain a cornerstone of this success, with almost 80% of revenue coming from clients we have served for more than five years. We continue to strengthen these partnerships, now serving 200+ clients, including some of the top pharmaceutical companies in India. Our offerings span a diverse range of formulations, including oral solids, injectables, and complex dosage forms. Our product offerings increased to 3,300+ from 2,900+ last year.

B. Domestic Branded Generics

The Companys domestic formulations business is driven by Univentis Medicare Limited, is wholly owned subsidiary, which continues to strengthen its position in the Indian pharmaceutical market. With a reliable network of 6,000+ distributors and access to 220,000+ touch points nationwide which ensure that our high-quality, affordable medicines are available across various regions. The product basket we offer has expanded to 750+ products as compared to 600+ last year. In FY 2025, it posted year-on-year impressive revenue growth of 20.8%, generating Rs 2,307.03 million in revenue, reaffirming its important role in overall business results of the Company.

C. International Branded Generics

The International Branded Generics Business registered impressive growth during the year, with revenue rising to 1,562.84 million from 1,252.85 million in FY 2024, reflecting a year- on-year increase of 24.7%. This business area now accounts for approximately 12.6% of the total revenue. The Companys foray into regulated markets such as the United Kingdom and Canada, combined with increased penetration across emerging markets, has positioned us well for sustained double-digit growth in this business. Companys branded generics portfolio is now expanded to 30 countries, underscoring our growing global presence and regulatory credibility.

D. Sharon

FY 2025 marked the first full year of integration following the acquisition of Sharon Bio-Medicine Limited in June 2023. Revenue from Sharon grew to 1,968.01 million in FY 2025, compared to 1,432.73 million in the prior year post acquisition on 30 June 2023, contributing 15.8% to our consolidated revenue from operations. Through careful integration, cost optimization and alignment of operations, we have enhanced profitability and unlocked synergies across the broader Innova platform. Sharon also strengthens Companys capability mix with its formulation and API manufacturing, aligned with global quality standards.

3. TRANSFER TO RESERVES:

During FY 2025, the Company has not transferred any amount to Reserves. The Board of Directors has decided to retain the entire amount of profit for FY 2025 and re-invest the profits back into the Company to support its growth objectives.

4. DIVIDEND:

With a purpose to allocate capital towards strategic expansion initiatives and in order to conserve the resources for the future business requirements of the Company, the Directors have decided not to recommend any dividend for the FY 2025 and this decision aligns with Companys commitment to sustainable growth and maximizing long-term shareholder value. The rationale for this approach has been detailed as under:

Funding High-Impact Expansion Projects

The Company is at a pivotal juncture, with opportunities to expand its operational footprint, enhance product offerings and enter high-growth markets. Key expansion initiatives may include acquisitions / operational scale-up / geographic expansion.

These projects require significant capital investment. By retaining earnings, the Company can fund these initiatives internally, reducing reliance on external financing such as debt or equity issuance, which may dilute shareholder value or increase financial risk.

Enhancing Long-Term Shareholders Value

While dividend provide immediate returns, reinvesting profit into high-return projects is expected to yield greater value over time. Expansion initiatives are projected to increase revenue and profitability and strengthen competitive positioning of the Company while enhancing the long-term shareholders value.

Financial Prudence and Flexibility

Withholding dividend strengthens the balance sheet, providing liquidity for expansion, risk mitigation towards any unforeseen economic downturn and lower financing costs.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations"), the Company adopted the Dividend Distribution Policy setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend and the same is available on the website of the Company at https://innovacaptab. com/docs/Dividend%20distribution%20policy.pdf

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

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.

6. SHARE CAPITAL:

As on 31 March 2025 the Authorized Share Capital of the Company is 660,000,000.00 (Rupees Six Hundred Sixty million Only) consisting of:

1. 64,000,000 (Sixty-Four million) Equity Shares of 10.00 each and

2. 2,000,000 (Two million) Preference Shares of 10.00 each

The Paid-up Share Capital of the Company is 572,249,290.00 (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 10.00 each.

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

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

As on 31 March 2025 the Company had three (3) subsidiaries and there has been no material change in the nature of business of the subsidiaries.

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 Boards Report.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at https:// innovacaptab.com/docs/Policy%20determining%20 material%20Subsidiaries.pdf There are no Associate Companies or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act").

The Financial Statement of the Subsidiary Companies has been prepared and consolidated with the Company and forms an integral part of this Report.

The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (“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 https://innovacaptab.com/investor- Resources.php

8. 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.

9. KATHUA, JAMMU MANUFACTURING UNIT:

The Company has successfully commissioned a new greenfield facility in Kathua, Jammu during the FY 2025 w.e.f. 14 January 2025 and same has been intimated to the Stock exchanges vide letter dated 14 January 2025.

Total project cost for the Jammu Facility was 4,874.30 million. The facility comprises of four dedicated manufacturing blocks - Penam, Penicillin, Cephalosporin and General injectables. While Cephalosporin is an expansion to Companys current product offerings, Penam and Penicilin are new to the basket. Also, from the General block we have introduced new dosage forms being injectables i.e. large & small volume parenterals and respules. The Company is also poised to benefit from the Central Governments New Central Sector Scheme which offers GST linked incentives of 300% investment made in eligible Plant & Machinery, available over a period of ten years and capital interest subvention of 6% per annum on loan availed on eligible Plant & Machinery. With this expansion, the Company, at a consolidated level, now has total five facilities comprising of nine independent manufacturing blocks.

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 2025 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 details 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:

1. 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-and long-term.

The composition of the Board is in conformity with Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors. The composition of Board of Directors are 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 Sibal	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.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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(1 )(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.

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.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Archit Aggarwal (DIN: 08127356), Non-Executive-Non-Independent 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. Archit Aggarwal is given in the notice convening this AGM. Based on the recommendations of the Nomination and Remuneration Committee of the Company, the Board has recommended his reappointment as Director at the ensuing AGM.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its Committees or other Company events and any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts of Financial Statements. For more details about the Directors, please refer to the Corporate Governance Report.

2. Change in Key Managerial Personnel (“KMP"):

During the year under review, there has been no change in the Key Managerial Personnels (“KMP") of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (“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. Mukeshkumar Siyaram Singh	Key Managerial Personnel
Ms. Neeharika Shukla	Company Secretary and Compliance Officer

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

During the year under review, there has been no change in the Senior Managerial Personnel (“SMP") of the Company.

The Senior Managerial Personnel (“SMP") of the Company as on the date of this report are:

Name of the Senior Managerial Personnel	Designation
Mr. Jayant Vasudeo Rao	Whole-Time Director
Mr. Lokesh Bhasin	Chief Financial Officer
Mr. Mukeshkumar Siyaram Singh	Key Managerial Personnel
Ms. Neeharika Shukla	Company Secretary and Compliance Officer

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company on recommendation of its Nomination and Remuneration Committee has laid down a Nomination and Remuneration Policy, in compliance with Section 178(3) of the Companies Act, 2013 read with the Rules made therein and Regulation 19(4) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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, Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on the Companys website at https://innovacaptab.com/ docs/Nomination%20&%20Remuneration.pdf

14. PARTICULARS OF REMUNERATION:

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial

Personnel (“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 Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available before the Annual General Meeting 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 2025 was 1,950. The Company places great emphasis on ensuring gender diversity within the organization, as at the financial year-end 3.44% 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 & fitness initiatives, employee engagement activities, work-life balance via streamlined work timings, monthly satisfaction surveys, employee training & skill enhancement and rewards & 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 https://www.innovacaptab.com/investor- Resources.php#:~:text=View-.Annual%2QReturns.-%2B

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors hereby state and confirm that:

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

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 period;

c. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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, Five (5) 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 Companies Act, 2013, Secretarial Standard on Board Meetings (SS-1) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 BY THE BOARD, ITS COMMITTES 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 Nomination and Remuneration Committee in its meeting held on 19 March 2025. The recommendations of the Committee were subsequently considered by the Board at its meeting held on 19 May 2025, 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 Nomination and Remuneration Committee 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 Companies Act, 2013 and Regulation 25(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 19 March 2025 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

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

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

a. AUDIT COMMITTEE:

The Audit Committee is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee met Four (4) times during the FY 2025. The Company Secretary of the Company acts as a Secretary to the Committee.

The details including composition of the Audit Committee, 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 Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is duly constituted in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee met Two (2) times during the FY 2025.

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

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was duly constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee met One (1) time during the FY 2025.

The details including composition of the

Stakeholders Relationship Committee, terms of reference, attendance etc., are included in the Corporate Governance Report which is a part of this Annual Report.

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

The Corporate Social Responsibility (“CSR")

Committee is duly constituted in accordance with the provision of Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee met One (1) time during the FY 2025. The details, including composition of the

Corporate Social Responsibility 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:

The Risk Management Committee was duly constituted pursuant the provisions of the Companies Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee met Two (2) times during the FY 2025.

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 Audit Committee and the Risk Management Committee have the responsibility for overseeing all risks. The Risk Management Committee 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 Risk Management Committee, 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 re-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 November 2021 till the conclusion of 22^nd AGM to be held in the FY 2026 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Company and the Auditor.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Report. 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 Companies Act, 2013. 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 Companies Act, 2013 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 Audit Committee and approved by the Board, M/s. Gurvinder Chopra & Co., Cost Accountant, (Firm Registration Number 100260), are appointed as the Cost Auditors of the Company to carry out audit of the cost records of the Company for the FY 2025.

The resolution seeking ratification of the remuneration to the said cost auditors for the FY 2026 is set out in the Notice calling the 21^st 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 Companies Act, 2013 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 read with 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 S2009PB119300), were appointed as the Secretarial Auditors to undertake the Secretarial Audit of the Company for the FY 2025. 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 2025 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 2025 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 Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the Material Unlisted Indian Subsidiary(ies) of the Company for the FY 2025 as received from M/s. Jaspreet Dhawan & Associates, Practicing Company Secretaries and M/s. Prakul & Kunwarpreet LLP, 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. SEBI/HO/CFD/ PoD2/CIR/P/0155 dated 11 November 2024, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the FY 2025, from M/s Jaspreet Dhawan & Associates, Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges on 15 May 2025.

Further, pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12 December 2024, the Board of Directors have approved and recommended the appointment of M/s Jaspreet Dhawan & Associates, Peer Reviewed Firm of Practicing Company Secretaries (FCS No. 9372, COP No. 8545) as the Secretarial Auditors of the Company for a term of upto 5 consecutive years from the conclusion of ensuing AGM till the conclusion of AGM of the Company to be held in the Year 2029-30. The resolution seeking approval of shareholders for the same is set out in the Notice calling the 21^st Annual General Meeting of the Company.

M/s. Jaspreet Dhawan & Associates have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified in the Act & Rules made thereunder and SEBI (LODR) Regulations, 2015 and as given in SEBI Circular No.: SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31 December 2024. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of disqualifications in terms of provisions 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.

d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/s. Goel Anish & Associates, Chartered Accountants (Firm Registration Number 036505N) were appointed as the Internal Auditors to conduct the Internal Audit for the FY 2025 of the Company.

23. MAINTENENCE OF THE COST RECORDS:

For the FY 2025, 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 2025 and accordingly, such accounts and records are maintained.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Companies Act, 2013, 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 Audit Committee or the Board of Director. Hence, there is nothing to report under Section 134(3)(ca) of the Companies Act, 2013.

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 the SEBI (Listing Obligations and Disclosure Requirements) 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. Goel Anish & Associates, Chartered Accountants 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 Audit Committee for its review.

The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https:// innovacaptab.com/docs/Vigil%20%20Mechanism%20 &%2QWhistle%2QBlower%2QPolicy.pdf

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company believes that while the growth and success of our business is our priority, we can reach our greater goals only if we cater to the needs of the communities where we operate. The Community development involves implementing a long-term plan to establish a supportive and lasting framework for the progress of communities. As a result, the Companys approach to CSR extends beyond fulfilling legal obligations and instead focuses on generating social and environmental benefits.

The CSR committee of the Board oversees and guides our CSR approach and deployment in line with the CSR policy adopted by the Board. The CSR Policy covers the focus/thrust areas around which the CSR programs, projects and activities are planned for creating a significant positive impact on targeted stakeholder groups. During the year under review, the CSR efforts of the Company continued to be directed towards its focus areas in line with the Companys CSR Policy positively.

A brief outline of the Policy on Corporate Social Responsibility is available on the website of the Company at https://innovacaptab.com/docs/ Corporate%20Social%20Responsbility%20Policy.pdf 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:

I n 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 2025 are provided in the notes to the accounts of the Standalone Financial Statements which forms part of this Annual Report.

32. DIRECTORS & 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 https://innovacaptab.com/ investor-Resources.php

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 Companies Act, 2013, all the applicable related party transactions are placed before the Audit Committee 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 Audit Committee 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 as referred to in Section 188 of the Act were in the ordinary course of the business and 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 had approved the shifting of registered office vide Board Meeting dated 19 May 2025 from existing registered office 601, Proxima, Plot No 19, Sector 30A Vashi, Navi, Maharastra, Mumbai - 400705 to 1513, 15^th Floor, Satra Plaza, CHS Ltd. Plot No. 19&20, Sector-19D, Vashi, Navi Mumbai-400703, Maharashtra, India and there is no impact on financial position of the Company due to shifting of Registered Office.

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

• Identify the Risk

• Assessment of Risk

• Measurement and Control

• Continuous Assessment

• Risk mitigation process

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 https://www.innovacaptab.com/docs/Risk%20

Management%2QPolicy%2Q2Q25-26?pdf

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

Risk	Mitigation Plan
Competition & 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 & Secretarial Compliance Risks	The Company has a framework in place to ensure timely compliance with regulatory and secretarial requirements.
Legal Risks	The legal and compliance 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. Additionally, the Company is in the process of implementing advanced compliance management software, further strengthening our commitment to regulatory excellence.
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.
Operational Risks	The Companys all facilities are as per GMP standards. The Company has its in-house R&D team which does rigorous checks to ensure the quality and efficacy of the products as per customer standards.

Pursuant to Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations"), the Board of Directors have constituted Risk Management Committee 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 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 Insider Trading 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 https:// www.innovacaptab.com/docs/Code%20of%20 internal%2Qprocedures%2Qand%2Qconduct%20 for%20regulating.%20monitoring.pdf

https://innovacaptab?Com/docs/Code%2Qof%2Q practices%2Qand%2Qprocedures%2Qfor%2Qfair%2Q disclosure%20of%20UPSI.pdf

40. INFORMATION UNDER THE SEXUAL HARASSMENT 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 Company did not receive any complaint of sexual harassment during the year under review.

41. OTHER INFORMATION:

a. 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.

b. 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;

5) There was no instance of onetime settlement with any Bank or Financial Institution.

42. ACKNOWLEDGEMENT:

The Directors also acknowledges and appreciates the contribution made by dedicated and loyal and all past and present employees at all levels of the Company for their hard work, dedication, commitment and efforts. The Directors also wish to place on record their appreciation 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

Place: Panchkula Chairman and Whole-Time Director

Date: 19 May 2025 DIN: 00144656