Innova Captab Ltd Directors Report

1 The Company is committed to maintaining 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 time boxing, clear agendas for each meeting, written notes for each meeting ¹ item, milestone /stage based project management,

: and leverage automation to streamline operations,

and well-being initiatives (health & fitness initiatives, employee engagement activities, work-life balance via streamlined work timings, monthly satisfaction surveys, employee training & skill enhancement, and rewards & recognition / belongingness).

17. 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- relations.php#fin-inf-id.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors 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, if any;

b. they 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 that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

19. 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 matter.

During the year under review, Fourteen (14) 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 Standards on Board Meetings and SEBI LODR as amended from time to time. Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

20. 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 27 March 2024.

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.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 31 March 2024 to review, among other things, the performance of nonIndependent 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.

22. COMMITTEES OF THE BOARD:

During the year under review, there were no change in the composition of the Committees of the Board. During FY 2024, the following are the Committees of the Board:

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 Ten (10) times during the FY 2024.

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 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 Four (4) times during the FY 2024. The Company Secretary of the Company acts as a Secretary to the Committee.

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 Report.

c. 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 Two (2) times during the FY 2024. The Company Secretary of the Company acts as a Secretary to the Committee.

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 Report.

d. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was duly constituted as per the provisions of Section 178 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 2024. The Company Secretary of the Company acts as a Secretary to the Committee.

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 Report.

e. Risk Management Committee:

The Risk Management Committee was duly constituted pursuant the provisions of the Companies Act, 2013 and Regulation 21 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee, met Two (2) times during the FY 2024 The Company Secretary of the Company acts as a Secretary to the Committee.

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 organisation 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, authorised 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 of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year under review are provided in the section titled Report on Corporate Governance, which forms part of the Annual Report.

f. IPO Committee:

The IPO Committee was duly constituted by the Board of Directors of the Company on 09 May 2022, for the purpose of giving effect to the proposed initial public offering of the equity shares of the Company. The IPO Committee met Six (6) times during the FY 2024.The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the IPO Committee, attendance are included in the Corporate Governance Report, which is a part of this Report. The IPO committee was dissolved by Board of Directors in their meeting held on 18 January 2024

23. AUDITORS:

Statutory Auditors and Statutory Auditors Report: M/s. B S R & Co. LLP, Chartered Accountants Firm Registration Number: 101248W/W-100022, were

reappointed as Statutory Auditors of the Company, for a term of five consecutive years to hold office from the conclusion of 17^thAnnual General Meeting of the Company held on 30 November 2021 till the conclusion of 22^nd AGM to be held in the Financial Year 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 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 the Annual Report.

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 appointed as the Cost Auditors of the Company to carry out audit of the cost records of the Company for the FY 2024.

The resolution seeking ratification of the remuneration to the said cost auditors for the FY 2025 is set out in the Notice calling the 20^th Annual General Meeting of the Company. The Cost Auditors have certified 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 the said Act.

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, Company Secretaries (FCS No. 9372, C.P. No. 8545, Peer Review S2009PB119300), were appointed as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for FY 2024. The Secretarial Audit Report in the prescribed Form No. MR-3 received from M/s Jaspreet Dhawan & Associates, Company Secretaries (FCS No. 9372) for the year ended 31 March 2024, 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.

Pursuant to master circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the FY 2024, from M/s Jaspreet Dhawan & Associates, 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 27 May 2024.

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 (Firms Registration No. 036505N) were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the FY 2024.

24. MAINTENENCE OF THE COST RECORDS:

For the FY 2024, 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 FY 2024 and accordingly, such accounts and records are maintained.

25. 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 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.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

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.

27. 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"). BRSR is a notable departure from the existing Business Responsibility Report ("BRR") and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY2023 onwards. BRSR report is available as separate section of this annual report.

28. 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.

29. VIGIL MECHANISM POLICY:

The Company has adopted a Whistleblower 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 Whistleblower Policy please refer to the Corporate Governance Report and the Business Responsibility and Sustainability Report ("BRSR").

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.

The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://www.innovacaptab.com/PDF/Vigil%20%20 Mechanism%20&%20Whistle%20Blower%20Policy. pdf

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

We believe 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. 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 Corporate Social Responsibility ("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 programmes, projects and activities are planned for creating a significant positive impact on targeted stakeholder groups. During the financial 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 CSR is available on the website of the Company at https://www.innovacaptab. com/PDF/Corporate%20Social%20Responsbility%20 Policy.pdf

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

31. 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 Report.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

In accordance with the provisions of Section 186 of the Act, the details of Loans, Guarantees and Investments made by the Company as of 31 March 2024 are provided in the notes to the accounts of the Standalone Financial Statements which forms part of the Annual Report.

33. DIRECTORS & OFFICERS LIABILITY INSURANCE:

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

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a Policy on materiality of dealing with related party transactions and the

same has been hosted on its website at https://www. innovacaptab.com/investor-relations.php#fin-inf-id All applicable related party 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 wholly owned subsidiary.

All the transactions entered during the financial year under review with the related parties 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 the Annual Report.

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.

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

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 Report.

36. 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.

37. 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.

38. 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 by the Business Continuity Management ("BCM") designated by 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/PDF/ Risk%20Management%20Policy.pdf.

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

Risk Mitigation Plan

Operational Companys facilities are all as per GMP Risks standards. We also house a R&D team

which does rigorous checks to ensure the quality and efficacy of the products as per customer standards.

As the equity shares of the Company got listed on National Stock Exchange of India Limited and BSE Limited on 29 December 2023 and is forming part of the top 1000 listed entities determined on the basis of market capitalisation, as at the end of the immediate previous financial year i.e. 31 March 2024, Regulation 21 of the SEBI LODR with respect to Risk Management Committee has become applicable to the Company. Accordingly, 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.

39. 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.

40. 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:

• 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/PDF/Code%20of%20 internal%20procedures%20and%20conduct%20for%20 regulating.%20monitoring%20and%20reporting%20 of%20trading%20by%20insiders.pdf

41. 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 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.

42. OTHER INFORMATION:

a. Green Initiative:

To support the "Green Initiative" undertaken by the

Ministry of Corporate Affairs (MCA), to contribute

towards a greener environment, the Company has already initiated/ implemented the same. As permitted, delivery of notices, documents, annual reports etc. 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.

43. 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.