Innovana Thinklabs Ltd Directors Report

To,

The Members of Innovana Thinklabs Limited

The Directors hereby present their 10^th Annual Report on the business and operations of Innovana Thinklabs Limited ("the Company" or "Innovana") along with the audited standalone & consolidated financial statements for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

Your Company has prepared the financial statements for the financial year ended March 31, 2025, in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Companys financial performance for the year ended March 31, 2025 is summarized below:

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operation	4,327.85	4,851.33	10,347.97	10,080.55
Other Income	833.78	1,031.69	1,037.71	1,440.62
Total Income	5,161.63	5,883.02	11,385.68	11,521.17
Total Expenses	1,188.35	1,855.00	5,853.67	6,220.08
Profit or loss before tax	3,973.28	4,028.02	5,532.01	5,301.09
Total Tax Expenses	1,015.37	996.15	1,370.91	1,158.51
Profit after Tax	2,957.91	3,031.87	4,470.92	4,125.77
Other Comprehensive Income for the Year, Net of Tax	11.04	42.57	6.17	44.59
Total Comprehensive Income for the Year, net of Tax	2,968.95	3,074.44	4,477.09	4,170.36
Earnings per Share (EPS)
1. Basic	14.43	14.79	21.81	20.13
2. Diluted	14.43	14.79	21.81	20.13

2. STATE OF COMPANYS AFFAIRS AND PERFORMANCE

During the financial year under review, your Company continues to create long- term value and there is remarkable growth of the Company in the market. The major contributing factors towards the success of Innovana is its commitment to serve the customer and shareholders to their satisfaction. Your Company continues to focus on efficiency and productivity for future readiness with cautious optimism. Further information on the business overview and outlook and state of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report. The Management at the operational level, with the extensive support of the employees, made it possible to achieve the organizational activities at the desired levels / targets and the cumulative efforts turned the budgets into achievements. There is no change in the nature of business of the Company for the year under review

Revenue and Profit (Standalone)

During the financial year under review, the total income of the Company stood at 5,161.63 lakhs as compared to 5,883.02 lakhs in the previous financial year. The Net Profit after Tax (PAT) for the year amounted to

2,957.91 lakhs as against 3,031.87 lakhs in the previous year. Consequently, the Company recorded a marginal decline of 2.44% in Net Profit after Tax (PAT) during the financial year 2024–25.

Revenue and Profit (Consolidated)

The total income during the year under review amounted to Rs. 11,385.68 lakhs as compared Rs.11521.17 lakhs in previous financial year and net profit after tax (PAT) amounting to Rs. 4470.92 lakhs as compared to Rs. 4125.77 lakhs in previous year. Accordingly, there is an increase of 8.36% in the financial year 202 . 4-25 During the financial year under review, there is an increase in the profit after tax (PAT) due to implementation of effective cost savings plans, increase in sales price along with the significant increase in sales.

3. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter 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 2024-25 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statements of the Company its subsidiaries and associates 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.

4. DIVIDEND

During the financial year under review, your directors have not recommended any dividend to the shareholders of the Company.

5. TRANSFER TO RESERVES

Your Board do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2025

6. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 21,00,00,000 (Rupees Twenty-One Crore only) divided into 2,10,00,000 (Two Crores Ten Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each. The Paid-Up share capital of the Company is Rs. 20,50,00,000 (Rupees Twenty Crore Fifty Lakhs Only) divided into 2,05,00,000 (Two Crores Five Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

7. SUBSIDIARIES

Your Company along with the following Wholly Owned Subsidiaries and Subsidiary of the Company is engaged in the business of Information Technology, Construction and Infrastructure, Games and Astrology Consultancy not only in the country but also across the globe: The Company has the following Wholly Owned Subsidiary Companies and Subsidiary.

Innovana Techlabs Limited

Innovana Techlabs Limited - a wholly owned subsidiary of Innovana Thinklabs Limited was incorporated in Gandhinagar, Gujarat in the year 2017 having its registered office at Unit No. 407, 4th Floor, Signature Building, Block 13B, Zone-1, GIFT SEZ, Gandhinagar, Gujarat, India. Innovana Techlabs was founded with an aim to venture into diverse domains and grow our product portfolio that comprised not just different software but applications, as well. We create products that add value and offer digital solutions that simplify the day to day needs of our users.

INNOVANA GAMES STUDIO LIMITED

Innovana Games Studio Limited - a wholly owned subsidiary of Innovana Thinklabs Limited was incorporated in Jaipur, in the year 2020 having its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India. Innovana Games Studio Limited ideates and develops engaging games using the most advanced technologies. From creating casual games to AR/VR applications, the aim of this studio is to ensure users enjoy the best and the most unique gaming experience.

INNOVANA FITNESS LABS LIMITED

Innovana Fitness Labs Limited incorporated in 2019 is a subsidiary of Innovana Thinklabs Limited. With its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India, Innovana Fitness brought the franchise of Anytime Fitness to Jaipur, Gurugram and Indore. Innovana Fitness Labs Limited is a leading name in the fitness industry with its fitness centers all over India. By adopting a customer centric approach and offering unmatched facilities and services, Innovana Fitness aims to make fitness accessible and affordable for all.

INNOVANA ASTRO SERVICES LIMITED

Innovana Astro Services Limited, established in 2020 is a wholly owned subsidiary of Innovana Thinklabs Limited, having its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India. Innovana Astro Services Limited has digitized the world of Astrology & other forms of fortune telling by creating platforms and applications that enable users to connect with renowned Astrologers anytime and from anywhere. By associating with acclaimed Astrologers, Psychics & Tarot Readers, we ensure the users get accurate Astrological services from the best, right at their fingertips. The products created by Innovana Astro Services Limited are trusted by more than 10 million people who are using our Astrology as well as Tarot reading app on a daily basis.

INNOVANA INFRASTRUCTURE LIMITED

Innovana Infrastructure Limited is a wholly owned subsidiary of Innovana Thinklabs Limited. Incorporated in the year 2020, Innovana Infrastructure has its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India. Innovana Infrastructure Limited is a real-estate development company and has marked its presence in this industry in a short span of time with 2 projects nearing completion and few more in the pipeline. The team comprises acclaimed architects, a large construction workforce, and interior designers who work together to create homes which are of the highest standards & affordable, as well.

I SOLVE SOFTWARE SERVICES LIMITED

I Solve Software Services Limited is a wholly-owned subsidiary of Innovana Thinklabs Limited. Incorporated in the year 2021 with its registered office at Plot No. D-41, Patrakar Colony, Near Jawahar Nagar, Moti Dungri Vistar Yojana, Jaipur, Rajasthan, India. I Solve Software Services is a software development organization and a software services provider. This company creates and develops software and utility tools for Mac which are loved by millions of users for their design, simplicity and application. 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 to the website of the Company 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.

In accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI LODR Regulations") read with the applicable provisions of the Companies Act, 2013, a subsidiary shall be considered as a "material subsidiary", if the income or net worth of such subsidiary exceeds Ten percent of the consolidated revenues or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. As on March 31, 2025, the Company has the following three (3) material subsidiaries: Innovana Techlabs Limited Innovana Astro Services Limited Innovana Fitness Labs Limited The Audit Committee and the Board of Directors of the Company review the significant transactions and working of all subsidiaries, including the material subsidiaries, in accordance with the requirements of Regulation 24 of the SEBI LODR Regulations and is appended to this Report as Annexure A

8. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION ON OVERALL PERFORMANCE OF THE COMPANY During the financial year under review, the subsidiary companies of Innovana Thinklabs Limited have made a significant contribution to the consolidated revenue of the Company. Each of the subsidiaries has delivered commendable performance in their respective markets, thereby strengthening the overall business portfolio of Innovana. As we head into 2025, Innovana is well-positioned to sustain its healthy growth trajectory and fortified market presence, built over years of innovation and strategic expansion. The subsidiaries of Innovana mark an important milestone in the Companys journey across their respective verticals. This strategic progress underscores Innovanas commitment to enhancing its footprint and promises to significantly strengthen Innovanas global operations in the years to come. Further, the contribution of Subsidiaries to overall performance of your Company is outlined in the Consolidated Financial Statements. Further during the financial year under review the Company does not have any Joint Venture.

9. MATERIAL CHANGES & COMMITMENTS

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company. 10. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future. 11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act, and Schedule V of the Listing Regulations, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or securities provided by your Company in terms of Section 186 of the Act, read with the Rules issued there under during the year under review.

12. RELATED PARTY TRANSACTIONS

The Company has framed a Policy on materiality of related party transactions and on dealing with related party transactions in accordance with the Act, and Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is also uploaded on website of the Company at www.innovanathinklabs.com During the year under review, all contracts / arrangements / transactions entered into by the Company with Related Parties were in the ordinary course of business and on an arms length basis. All the Related Party Transactions which are of repetitive nature and proposed to be entered into during the financial year under review are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions entered into, as approved, is placed before the Audit Committee for review on a quarterly basis. None of the transactions with any of the related parties were in conflict with the interest of the Company, rather, these were synchronized and synergized with the Companys operations. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act is provided in Form No. AOC-2 for the financial year ended March 31, 2025, and is appended to this Report as Annexure B. 13. BOARD MEETINGS

The details of Board and Committee meetings held during the financial year 2024-25 are set out in the Corporate Governance Report which forms a part of this report as Annexure- G During the year, the Board of Directors met 9 times, i.e., on May 15, 2024, May 28, 2024, July 2, 2024, August 14, 2024, September 5, 2024, November 14, 2024,

December 11, 2024, January 13, 2025, February 12, 2025. The gap between two consecutive meetings was within the time period prescribed under the Act, Secretarial Standard-1 and as per the Listing Regulations. For details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report. 14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2025, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this Annual Report, the Board of Directors of the

Company consists of 6 members. The Board consists of Managing Director, Whole time Director and 3

Independent Directors.:

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

S.No.	Board of Directors	DIN	Designation
1.	Chandan Garg	06422150	Chairman cum Managing Director & CEO
2.	Kapil Garg	07143551	Whole Time Director
3.	Swaran Kanta	07846714	Non-Executive Director
4.	Riya Sharma	09213476	Non-Executive Independent Director
5.	Arvind Kumar Sharma*	01417904	Non-Executive Independent Director
6.	Hemant Koushik	08853746	Non-Executive Independent Director
7.	Amritanshu Balani**	08697688	Non-Executive Independent Director
8.	Sanjeev Mittal	NA	Chief Financial Officer
9	Vasu Ajay Anand	NA	Company Secretary & Compliance officer

*During the year under review Mr. Arvind Kumar Sharma (DIN: 01417904) has been ceased from the position of Independent Director of the Company w.e.f December 11, 2024 due to resignation as an Independent Director of the Company. **During the year under review, Mr. Amritanshu Balani (DIN: 08697688) was appointed as an Independent

Director of the Company with effect from December 11, 2024. The appointment has been made in compliance with the provisions of Regulation 17(1C)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), and the same was duly approved by the shareholders of the Company through Postal Ballot on February 15, 2025. 15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, and Regulation 25 of the Listing Regulations, that they meet the criteria of independence as laid down under

Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI (LODR) Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and

Senior Management. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received the declarations from all Independent Directors that they are exempted from appearing in the test or they have passed the online proficiency exam as required by the Indian Institute of Corporate Affairs (IICA) and also received the confirmation of their registration in the

Independent Directors Database maintained by the IICA, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management. The terms & conditions for the appointment of Independent Directors are given on the website of the Company i.e. https://img1.innovanathinklabs.com/v2/PDFFile/specimen-of-terms-of-appointment-of-independent-directors.pdf 16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and societal expectation. In pursuit of this and in compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. and the Company Secretary brief the Directors about their legal and regulatory responsibilities as Director. All new Independent Directors inducted into the Board attend an orientation program which enables them to augment their knowledge & skills, so that they can discharge their responsibilities effectively and efficiently The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at https://img1.innovanathinklabs.com/v2/PDFFile/FamilizationProgrammes.pdf Apart from the above, the Directors are also given an update on the environmental and social impact of the business, corporate governance, developments and investor relations matters. 17. ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and Listing Regulations, performance evaluation has been carried out by the Board, Nomination Remuneration Committee and by the Independent Directors on the basis of questionnaire. The Board has carried out an annual performance evaluation of its own, individual Directors including Independent Directors (without the presence of the director being evaluated) and its Committees.

Board evaluation was carried out on various aspects revealing the efficiency of the Boards functioning such as Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance. The performance of Committees was evaluated by the Board on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidentiality of its discussions and decisions. Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics. Independent Directors performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process. In their separate meeting, the Independent Directors had carried out performance evaluation of Non-Independent Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the Chairman, taking into account the views of Executive and Non-Executive Directors. The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting. The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year 18. AUDITORS AND AUDIT REPORT

Statutory Auditors and their Report

M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration Number 009184C), Jaipur, have completed their tenure as Statutory Auditors of the Company at the conclusion of the 10th Annual General Meeting. The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s Goyal Darda & Company, Chartered Accountants, as the Statutory Auditors of the Company for a period of five consecutive years, from the conclusion of the 10^th Annual General Meeting until the conclusion of the 15^th Annual General Meeting of the Company, subject to the approval of the shareholders, in accordance with the provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. M/s Goyal Darda & Company, Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and also provided their consent to act as Statutory Auditors of the Company.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("Listing Regulations") and Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. ABHISHEK GOSWAMI & CO, Company Secretaries, Jaipur (FRN

S2019RJ714800), was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report received in Form MR-3 from M/s. ABHISHEK GOSWAMI & CO, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025, does not contain any qualification(s), reservation(s) or adverse remarks and no fraud was reported by the Secretarial Auditors under Section 143(12) of the Act in their Report.

Further, the Company has three (3) material subsidiaries. In compliance with Regulation 24A of the Listing Regulations, the Secretarial Audit Reports (MR-3) of these material subsidiaries, issued by M/s. ABHISHEK GOSWAMI & CO, Company Secretaries, have also been attached along with the Secretarial Audit Report (MR-3) of Innovana Thinklabs Limited. As per the provisions of Regulation 24A of the Listing Regulations read with SEBI Notification No. SEBI/LAD-

NRO/GN/2024/218 dated December 12, 2024, a listed entity shall appoint or reappoint a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its shareholders in its Annual General Meeting. Accordingly, it is proposed to appoint M/s. ABHISHEK GOSWAMI & CO, Company Secretaries as Secretarial Auditor of the Company for a period of five years commencing from April 01, 2025 to March 31, 2030, subject to the approval of shareholders in the Annual General Meeting of the Company. Brief resume and other details of M/s. ABHISHEK GOSWAMI & CO, Company Secretaries in Practice, are separately disclosed in the Notice of the ensuing AGM. M/s. ABHISHEK GOSWAMI & CO have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

Internal Auditor

In accordance with the provisions of Section 138 of the Act and Rules made thereunder, the Board of Directors of the Company has appointed M/s. Jindal Ashok & Co., Chartered Accountants, as an Internal Auditor to conduct the Internal Audit of the Company for the financial year 2024-25. Further the Board of Directors has re-appointed M/s. Jindal Ashok & Co., Chartered Accountants as an Internal Auditor of the Company to conduct the Internal Audit for the financial year 2025-26.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. During the financial year 2024-25, no fraud was reported by the Internal Auditor of the Company in their Audit Report. 19. BOARDS COMMITTEES

The Company has constituted various Committees of the Board as required under the Act, and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report as Annexure-G. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and Listing Regulations.

20. PREVENTION OF INSIDER TRADING

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has established systems and procedures and has framed a Code of Conduct to regulate, monitor and report trading by its designated persons and their immediate relatives and procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results which prohibits the Directors of the Company and other designated persons and their relatives to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The trading window is also closed on the occurrence of any material events as per the code. The same is available on the Companys website i.e. https://img1.innovanathinklabs.com/v2/PDFFile/CodeofConductforPreventionofInsiderTrading.pdf 21. DISCLOSURE RELATED TO POLICIES

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism as per the provisions of Section 177 of the Act, and Regulation 22 of Listing Regulations for Directors and Employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through an e-mail or a letter to the Chairperson of the Audit Committee. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the vigil mechanism. The main objective of this policy is to provide a platform to Directors and Employees wishing to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company, which may have a negative bearing on the organization either financially or otherwise. The policy is available on the Companys website at the weblink https://img1.innovanathinklabs.com/v2/PDFFile/VigilMechanism.pdf During the financial year under review, no whistleblower event was reported and mechanism is functioning well. and it is affirmed that no personnel of the Company have been denied access to the Chairperson of the Audit Committee. Corporate Social Responsibility (CSR) The Company has implemented Corporate Social Responsibility Policy ("CSR Policy") in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee (CSR Committee) and on approval of the Board of Directors of the Company. CSR Committee undertakes CSR activities in accordance with its CSR Policy uploaded on the Companys website at https://www.innovanathinklabs.com/csr The Company has spent a sum of Rs. 35.62 lakhs towards CSR activities during the financial year under review. The Annual Report on CSR activities for the Financial Year 2024-25 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure -C.

Nomination and Remuneration Policy

In accordance with Section 178 of the Act read with Rule 6 of Companies (Meetings of Board and its Powers)

Rules, 2014 and Regulation 19 of Listing Regulations, your Company has constituted a Nomination and Remuneration Committee ("NRC"), details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report. Your Company has also formulated a Nomination and Remuneration Policy ("NRC Policy") in accordance with

Section 178(3) of the Companies Act, 2013 for Directors, Key Managerial Personnel (KMP) and Senior

Management of the Company. This policy formulates the criteria for determining qualifications competencies, positive attributes and independence for the appointment of a Director and it also provides guidelines to the NRC relating to the Appointment, Removal & Remuneration of Directors, KMP and Senior Management of the Company. It also provides a manner for effective evaluation of the performance of the Board, its Committees and

18 individual Directors. The said policy of the Company is uploaded on website of the Company at https://img1.innovanathinklabs.com/v2/PDFFile/Policy-on-Nomination-Remuneration-Evaluation.pdf 22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at workplace "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Your Company has always believed in providing a safe and harassment free workplace for every individual working in Innovanas premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in placed a robust policy for prevention of Sexual Harassment of Women at workplace. The policy aims at prevention of harassment of employees as well as contract workers and lays down the guidelines for identification, reporting and prevention of sexual harassment and your Company has also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee and follows the guidelines provided in the policy The summary of the complaints received and disposed of related to sexual harassment during the year 2024- 25 is provided below:

1	No. of complaints received in the year	0
2	No of complaints were disposed of in the year	0
3	Cases pending for more than 90 days	0
4	No workshops and awareness programs were conducted in the year	0
5	Nature of action by the employer or District officer, if any	0

23. MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of

Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review. All eligible female employees are extended maternity benefits in accordance with the Act, including paid maternity leave, nursing breaks, and protection from dismissal during the maternity period. During the review period, no instances of non-compliance were observed. 24. ANNUAL RETURN

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on March 31, 2025 on its website at https://img1.innovanathinklabs.com/v2/PDFFile/ANNUAL_RETURN_2025.pdf 25. DEPOSIT

The Company has neither invited nor accepted or renewed any deposit amount falling within the purview of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. No amount of principal or interest was outstanding as on March 31, 2025. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable. 26. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adequate Internal Financial Controls (IFC) System operating effectively to ensure the orderly and efficient conduct of its business including adherence to company polices, safeguarding of its assets, optimal utilization of resources, prevention & detection of frauds and errors, accuracy & completeness of accounting records and timely preparation of reliable financial information. The Internal Control is supplemented by the detailed internal audit programme, reviewed by management and by the Audit Committee. The standard controls defined in the IFC framework are reviewed by the Internal auditors and management concurrently to strengthen the existing processes and activities of the company by way of formulating new guidelines and incorporating necessary changes in the standard operating procedure of the Company. Based on the results of assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed during the period. The Audit Report of the Company does not contain any reportable weakness in the Company related to IFC. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company and are operating effectively. 27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO.

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure D

28. PARTICULARS OF EMPLOYEES

Your Company firmly believes that a well-planned human resource management programme that is tailored to your organization and staff can actually improve your businesss bottom line. Our teams are integral to our business. We have embraced a culture of excellence to nurture our people. We believe in selecting the right talent, training them and instilling in them the spirit of Innovana Thinklabs. We focus on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to customers. We also aim at achieving advance flexibility, innovation, competitive advantage and improved business performance. Innovana follows a performance measuring tool like Job Performance Analysis and other Key Performance Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of the employees performance is done based on their area of working. This also encourage them to work hard and efficiently at all levels of work. The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules), is attached to this report as

Annexure E.

Further, as per second proviso to Section 136(1) of the Act read with second proviso of Rule 5 of the Rules, the

Boards Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Compliance Officer at cs@innovanathink.com. The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. September 30, 2025 between 11:00 a.m. to 5:00 p.m. 29. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations is annexed herewith as Annexure-F.

30. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The corporate governance report and certificate received from, M/s. ABHISHEK GOSWAMI & CO Company Secretaries for confirming the compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the listing regulations, form part of the Boards Report and the same is annexed herewith as Annexure-J. 31. INVESTOR EDUCATION AND PROTECTION FUND

It is hereby informed that pursuant to Section 124 of the Act and the applicable Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. Therefore, the concerned shareholders are requested to contact to the Nodal Officer of the Company. The Details of Nodal Officer of the Company are as follows:

S.no	Particular	Details
1.	Name	Vasu Ajay Anand
2	Designation	Company Secretary and Compliance officer
3	Address	Innovana Thinklabs Limited
		Plot No. D-41, Patrakar Colony, Near Jawahar Nagar Moti Dungri, Vistar Yojna, Raja Park, Jaipur, Rajasthan 302004
4	Email ID	cs@innovanathinklabs.com
5	Phone:	141-4919128/29

The above-mentioned details of Nodal Officer can also be accessed on the website of the Company.

During the financial year under review, the Company no transferred the amount of unpaid dividend till the financial to the Investor Education and Protection Fund under the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The same is available on the Companys website i.e. www.innovanathinklabs.com. All the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and detail of shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website i.e. www.innovanathinklabs.com. 32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report (BRSR) for the Financial Year 2024-25 as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations is not applicable to the Company, since the provisions thereof are applicable only to the top 1,000 listed entities (by market capitalization) as on 31st March of every financial year. Accordingly, no such report is required to be annexed with this Annual Report. 33. LISTING OF SHARES

Your Companys shares are listed at BSE Limited and National Stock Exchange of India Limited and the listing fee for the year 2025-26 has been duly paid.

34. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your 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. b) the Directors had 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 as at March 31, 2025 c) 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; d) The directors had prepared the annual accounts on a going concern basis; and e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial control is adequate and was operating effectively. f) They had devised proper systems to ensure Compliance with the provisions of all the applicable laws and that such systems are adequate and operating efficiently.

35. OTHER DISCLOSURES

The Company is in regular compliance of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

There was no revision of financial statements and Boards Report of the Company during the year under review;

Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

The Company has not issued any sweat equity shares to its directors or employees; and

There was no instance of one-time settlement with any Bank or Financial Institution. 36. ACKNOWLEDGEMENT

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Companys resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable cooperation and support received from various Government Authorities, Banks/Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Companys success. The Board is deeply grateful to our investors and shareholders for the unwavering confidence and faith in us and look forward to their continued support in future.

Date: 05-09-2025	For and on behalf of the Board of Directors
Place: JAIPUR	FOR INNOVANA THINKLABS LIMITED
	CHANDAN GARG
	Chairman & Managing Director
	DIN: 06422150