Innovana Thinklabs Ltd Directors Report.

DEAR MEMBERS,

Your Directors have pleasure in presenting the 04th Annual Report of your Company (‘the Company or ‘Innovana) along with the audited financial statements, for the financial year ended March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Company Overview:

Your Company "Innovana Thinklabs Limited" is engaged in software and application development business which directly provides services to create new applications and enhance the functionality of our users existing software products. The Company product portfolio consists of applications and software such as Ad-blocker, Disk Cleanup, Space Reviver, File Opener, Privacy Protector, etc. We have developed numerous products and these products have registered their presence and popularity in over 126 countries in 13 different languages.

1. Financial Highlights

(Rs In Lacs)

Particulars Standalone Consolidated
2018-2019 2017-2018 *2018-2019 2017-2018
Total Revenue 4,228.07 3,130.42 4,661.30 3130.42
Total Expenses 3,040.80 2,034.84 3,258.12 2,034.84
Profit or loss before tax 1,187.27 1,064.57 1,403.19 1,064.57
Less: - - - -
1. Current Tax 337.96 312.64 337.96 312.64
2. Deferred Tax (4.19) (5.37) (1.99) (5.37)
Profit or Loss after Tax 875.94 752.22 1,089.66 752.22
Earnings per Share (EPS)
1. Basic 21.36 18.35 26.58 18.35
2. Diluted 21.36 18.35 26.58 18.35

Your company recorded Total income from operation of Rs 4228.07 Lacs as against Rs 3130.42 Lacs in the previous years. Net Profit during the year increased Rs 875.94 Lacs from Rs 752.22 Lacs. Calculation basis on standalone.

*During the year 18-19 the Companys subsidiary "Innovana Techlabs Limited" has started its operations. The Company incorporated in December 2017.

2. Review of Business Operations and Future Prospectus:

3 Consolidated Financial Statements

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as "Listing Regulations") and the applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2018-19 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statements of the Company and its subsidiary as approved by the Board of Directors of the Company.

The consolidated Financial Statements together with the Auditors Report form part of this Annual Report.

3 Subsidiaries

A separate statement containing the salient features of financial statements of all the subsidiaries of the Company forms a part of consolidated financial statements in Compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013, the financial statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturday, Sundays and Public holidays up to the date of Annual General Meeting. (‘AGM). The financial statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded on the website of the Company (https://www.innovanathinklabs.com/). The Company has formulated a policy for determining the material subsidiaries. The policy may be accessed on the website of the Company.

3. Change in the nature of Interest, if any:

During the year under Review, there was no change in the nature of Business of the Company.

4. Dividend:

Company has made profits for the year 2018-19, but in order to ease the operations of the business and to strengthen the financial position of the Company. Hence, no divided recommended by the Board of Directors of the Company.

5. Amounts Transferred To Reserves:

Pursuant to provisions of Section 134(1) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to General Reserve account of the company during the year under review.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Since no unclaimed dividend amount is pending with the Company, no amount is required to be transferred to the Investor Education and Protection fund.

7. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

8. Board of Directors and Key Managerial Personnel

During the year under Review, the following changes occurred in the position of Directors/KMP of the Company.

In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications (s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, the composition of the Board of Directors and Key Managerial Personnel are as follows:

S.No. Board of Directors DIN Designation
1. Chandan Garg 06422150 Chairman cum Managing Director
2. Kapil Garg 07143551 Whole Time Director
3. Swaran Kanta 07846714 Non-Executive Director
4. Apoorv Mittal 07886759 Non-Executive Independent Director
5. Sumit Sarda 07886808 Non-Executive Independent Director
6. Mohit Bora 07889838 Non-Executive Independent Director

3

The Company also consist of the following Key Managerial Personnel

S.No. Name of the KMP PAN Designation
1. Sanjeev Mittal ADYPM5504E Chief Financial Officer
2. Prachi Mittal* CZKPM9265L Company Secretary
3. Divya Badaya** CFXPB3102A Company Secretary
4. Vasu Ajay Anand*** BZKPA4436l Company Secretary & Compliance officer

*Ms. Prachi Mittal has resigned from the post of Company Secretary of the Company with effect from 05th February, 2019.

** Ms. Divya Badaya was appointed as a Company Secretary of the Company with effect from 05th February, 2019.

*** Mr. Vasu Ajay Anand was appointed as a Company Secretary and Compliance in place of Ms. Divya Badaya, who had resigned from the post of Company Secretary with effect from 05th August 2019.

In accordance with the provision of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation. Therefore, Apoorv Mittal, Sumit Sarda and Mohit BoraDirectors of the Company were appointed as Non-Executive Independent Director of the Company to hold office for a period of 5 years. The company has received declarations from all the Independent Directors confirming that each of them meets the criteria of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

9. Changes in Director and Key Managerial Personnel

There are no changes in the directorship of the Company. During the year 2018-19 or thereafter, Ms. Prachi Mittal, Company Secretary of the Company resigned from the post with effect from 05.02.2019 and Ms. Divya Badaya, appointed as a Company Secretary of the Company with effect from 05.02.2019. Thereafter Mr. Vasu Ajay Anand was appointed as a Company Secretary in place of Ms. Divya Badaya with effect from 05.08.2019.

10. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Article of Association of the Company Mrs. Swaran Kanta (DIN: 07846714) is liable to retire by rotation and being eligible, seek re-appointment at the ensuing Annual General Meeting. The board of Directors recommends his re-appointment, Mrs. Swaran Kanta is not disqualified under section 164 (2) of the Companies Act, 2013. Brief resume of the Director proposed to be appointed/reappointed, nature of her experience in specific functions and area and number of public companies in which she holds membership/chairmanship of Board and Committee, shareholding and inter se relationships with other directors as stipulated under Regulation 36 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the "Annexure to Notice of AGM forming part of Annual Report.

11. Declaration by Independent directors

The company has received declarations from all the Independent Director of the Company confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedule and Rules issued thereunder as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactments (s) thereof for the time being in force)

12. Meetings of the Board of Directors

The following Meetings of the Board of Directors were held during the financial year 2018-19:

S.No. Date of Meeting Board Strength No. of Directors present
1. 04th April, 2018 6 2
2. 27th April, 2018 6 2
3. 01st May, 2018 6 2
4. 18th May, 2018 6 2
5. 30th May, 2018 6 2
6. 31st July, 2018 6 5
7. 19th September, 2018 6 2
8. 05th November, 2018 6 2
9. 16th January, 2019 6 2
10. 05th February, 2019 6 2

13. Board Evaluation

Pursuant to the Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(p) of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board adjudged the performance of the individual director, excluding the presence of the individual director being adjudged in the meeting.

14. Auditors and Audit Report

The company at its 01st Annual General Meeting held in the year 2015-16, appointed M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration Number 009184C), Jaipur, as Statutory Auditors, for a period of five years i.e. till 06th Annual General Meeting of the company. As recommended by the Audit Committee, the Board has proposed the ratification of appointment of M/s. Amit Ramakant & Co., Chartered Accountants as statutory auditors from conclusion of this Annual General Meeting till the conclusion of ensuing Annual General Meeting of the company to be held for the financial year ended on 31st March 2019.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

15. Changes in the Share Capital, if any

The paid up Equity Share Capital as on March 31, 2019 was Rs. 4.10 Crore. During the period under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options nor Sweat Equity Shares.

16. Annual Return

The details forming part of the Extract of the Annual Return as on March 31, 2019 in Form MGT-9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 are set out in the Annexure A to this Report.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure B" which forms part of this Report.

18. Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as per rule 5 of Companies (Appointment and Remuneration) Rules, 2014

The Statement required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this Report and the same is attached as per Annexure - C. Further, there was no employee in the Company covered under le 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 drawing remuneration in excess of the limit specified under the said Rule.

19. Management Discussion and Analysis Report

Management Discussion and Analysis forms an integral part of this Report is annexed as Annexure –D which give details of the overall industry structure, economic developments, performance and state of affairs of the Companys various businesses.

20. Director Responsibility Statement

Pursuant to section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm that:

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

• The directors 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.

• The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• The directors had prepared the annual accounts on a going concern basis; and

• The directors had laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and were operating effectively.

• They had devised proper systems to ensure Compliance with the provisions of all the applicable laws and that such system are adequate and operating efficiently.

21. Internal financial control and their Adequacy

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the required work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committee, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.

22. Committee of the Board

Presently, board has four (4) committees i.e Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee and CSR Committee, consultation of which are given below:-

(I) Audit Committee:

Composition Category of Director
(1) Mr. Mohit Bora (Chairman) Non-Executive Independent Director
(2) Mr. Apoorv Mittal (Member) Non-Executive Independent Director
(3) Mr. Chandan Garg (Member) Chairman & Managing Director
(II) Shareholders Grievance Committee:
Composition Category of Director
(1) Mr. Mohit Bora (Chairman) Non-Executive Independent Director
(2) Mr. Apoorv Mittal (Member) Non-Executive Independent Director
(3) Mr. Chandan Garg (Member) Chairman & Managing Director
(III) Nomination & Remuneration Committee:
Composition Category of Director
(1) Mr. Apoorv Mittal (Chairman) Non-Executive Independent Director
(2) Mr. Sumit Sarda (Member) Non-Executive Independent Director
(3) Mr. Mohit Bora (Member) Non-Executive Independent Director
(IV) CSR Committee
Composition Category of Director
(1) Mr. Mohit Bora (Chairman) Non-Executive Independent Director
(2) Mr. Apoorv Mittal (Member) Non-Executive Independent Director
(3) Mr. Chandan Garg (Member) Chairman & Managing Director

(V) Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management.

23. Details of Subsidiary/ Joint Ventures/ Associate Companies

The Company has 1 Subsidiary as on March 31, 2019. There are no associate Companies or joint venture Companies within the meaning of Section 2 (6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries. Details is annexure in Annexure E Pursuant to the provisions of the Section 129 (3) of the Companies Act, 2013 a statement containing the salient features of the Companys subsidiaries in Form AOC-1 is attached to the financial statement of the Company.

Detail of the subsidiary Company are as follows:

S. No . Name and address of the Company CIN Holding/ Subsidiary Company % of Shares Held Applicable Section
01 Innovana Techlabs Limited Address: Unit No. 407, 4th Floor, Signature Bldg Block 13B, Zone-I, GIFT SEZ Gandhinagar, GJ- 382355 U72900GJ2017PLC10 0237 Subsidiary Company 100 2 (87) (ii)

24. Related Party Transactions

During the financial year 2018-19, the Company entered into transactions with related parties defined under section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014, all of which were in the ordinary course of business and on arms length basis also in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

All the transactions with the related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions annexed in Annexure –F AOC -2

25. Particulars of Loans, Guarantees and Investments

The particulars of Loans & guarantees given, investments made and securities provided covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report. Details annexure in Annexure G.

26. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year and the Annual Report on CSR Activities are set out in the Annexure H of this Report. The Policy is available on the website of the Company on the following link:https://www.innovanathinklabs.com/PDFFile/CorporateGovernance/corporate-social-responsibility-policy.pdf

27. Secretarial Auditors Report

The Company has appointed Ms. Srishti Mathur, Company Secretary (Membership No. 42220 and CP No 16319) to conduct the secretarial auditor for the year ended March 31, 2019. As required by section 204 of Companies Act, 2013 and rules made thereunder, the Secretarial Audit Report furnished by Ms. Sristhti Mathur is annexure to this report as Annexure- I.

28. Whistle Blower Policy/ Vigil Mechanism:

The company has framed a Whistle Blower Policy/ Vigil Mechanism providing a mechanism under which an employee/ director of the company may report violation of personnel policies of the company, unethical behavior, suspected or actual fraud, violation of code of conduct. The vigil Mechanism ensures standard of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Companys website: www.innovanathinklabs.com

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, and Redressal) Act, 2013

In accordance with the provision of the sexual Harassment of women at the Workplace (prevention, prohibition and Redressed) Act, 2013 internal complaints committee (ICC) have been set up to redress complains. Howhere, ICC have not received any complaint during the year.

30. Corporate Governance

The Equity Shares of the Company get listed on the SME platform (NSE-emerge) of NSE after closure of financial year. Further regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

31. Maintenance of Cost Records

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 not required to maintain Cost Records under said Rules.

32. Disclosure of Orders passed by the Regulators or Court or Tribunal

No order has been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the operations of the Company in future.

33. Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as per rule 5 of Companies (Appointment and Remuneration) Rules, 2014

The disclosure as per Rule 5 of Companies (Appointment and Remuneration) rules, 2014 have been marked as

ANNEXURE C

34. Listing Fees

The Company affirms that the annual listing fees for the year 2019-2020 to the National Stock Exchange of India Limited (NSE) has been duly paid.

35. Acknowledgement

The Directors of the Company wish to express their grateful experience to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also sincerely acknowledge the significant contribution made by all the employees through their dedicated service to the Company. Your Directors look forward to their continued support.

Date: 02 September 2019 By Order of the Board
Place: JAIPUR for INNOVANA THINKLABS LIMITED
(Formerly known as PCVARK Software Limited)
CIN: L72900RJ2015PLC047363
Registered office: CHANDAN GARG KAPIL GARG
Plot No. D-41, Patrakar Colony, Managing Director Whole Time Director
Near Jawahar Nagar Moti Dungri Vistar Yojna, DIN: 06422150 DIN: 07143551
Raja Park-302004, Jaipur, Rajasthan