Innovana Thinklabs Ltd Directors Report

The Company has formulated a Policy for Determining Material Subsidiaries, which is available on the Companys website.

Material Subsidiaries

In accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and the Companies Act, 2013, a subsidiary is considered a "material subsidiary" where the income or net worth of such subsidiary exceeds the prescribed threshold in relation to the consolidated income or net worth, as applicable, of the Company and its subsidiaries in the immediately preceding accounting year.

As at March 31, 2026, the Company has the following three (3) material subsidiaries:

1. Innovana Techlabs Limited

2. Innovana Astro Services Limited

3. Innovana Fitness Labs Limited

The Audit Committee and the Board of Directors periodically review the performance, significant transactions and operations of the Companys subsidiaries, including the material subsidiaries, in accordance with the applicable provisions of Regulation 24 of the SEBI LODR Regulations.

A statement containing the details of the Companys subsidiaries and other relevant information forms part of this Annual Report as Annexure A.

During the financial year under review, the subsidiaries of Innovana Thinklabs Limited continued to make a significant contribution to the overall performance and consolidated revenue of the Company. Each subsidiary continued to strengthen its respective business vertical and contributed towards expanding and diversifying the Groups overall business portfolio.

The Company remains focused on leveraging the capabilities of its subsidiaries, pursuing strategic growth opportunities and strengthening its presence across its respective business segments. The Management believes that the continued growth and development of these subsidiaries will support the Companys longterm business objectives and enhance stakeholder value.

The detailed financial performance and contribution of the subsidiaries to the overall performance of the Group are provided in the Consolidated Financial Statements forming part of this Annual Report.

Joint Ventures: During the financial year under review, the Company did not have any Joint Venture.

Pursuant to Section 134(3)(l) of the Companies Act, 2013, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Pursuant to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by any regulator, court or tribunal during the financial year under review that may adversely impact the going concern status of the Company or its future operations.

The Company is engaged in the business of providing software services. Accordingly, the provisions of Section 186 of the Companies Act, 2013 are applicable to the Company to the extent applicable.

The details of loans, guarantees and investments made by the Company during the financial year and outstanding as at March 31,2026, are provided in Note No. 35 to the Standalone Financial Statements.

All related party transactions ("RPTs") are submitted to the Audit Committee for review and approval. For repetitive transactions or those entered into in the ordinary course of business at arms length, the Company obtains prior omnibus approval on a quarterly basis.

During the financial year under review, all transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. The related party transactions, including material related party transactions, were duly reviewed and approved by the Audit Committee and, wherever applicable, approved by the shareholders of the Company within the limits prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of all related party transactions, including material related party transactions entered into during the financial year 2025-26, have been duly disclosed in Form No. AOC-2 which is annexed to the Annual Report as Annexure B

Members are requested to refer to Note No. 35 ofthe Standalone Financial Statements for detailed disclosures relating to Related Party Transactions. Further, details of transactions with persons or entities belonging to the promoter or promoter group holding 10% or more shareholding, as required under Schedule V of the Listing Regulations, have also been disclosed in the said Note.

The Board of Directors of the Company met 10 (Ten) times during the financial year 2025-26. The meetings were duly convened and conducted in compliance with the applicable provisions of the Companies Act, 2013, Secretarial Standard-1 (SS-1) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Comprehensive details of these meetings, including the dates of the meetings and attendance of individual Directors, are set out in the Corporate Governance Report, which forms an integral part of this Annual Report and is annexed hereto as Annexure H.

As at March 31, 2026, the composition of the Board of Directors of the Company was in compliance with the applicable provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board comprised an appropriate mix of Executive, Non-Executive and Independent Directors, ensuring an effective balance of experience, expertise, independence and governance oversight.

As at the end of the financial year, the Board of Directors comprised 6 (Six) Directors, including 1 (One) Chairman & Managing Director, 1 (One) Whole-time Director, 1 (One) Non-Executive Director and 3 (Three) Non-Executive Independent Directors.

The composition of the Board of Directors and the Key Managerial Personnel ("KMP") as at March 31, 2026 is set out below:

Board of Directors

Key Managerial Personnel

Changes in the Board during the financial year 2025-26:

• Cessation of Director: Mr. Hemant Koushik (DIN: 08853746) ceased to be an Independent Director of the Company with effect from September 5, 2025, pursuant to his resignation from the office of Independent Director.

• Appointment of Independent Director: Mr. Varun Kaul (DIN: 11282034) was appointed as an Independent Director of the Company with effect from September 05, 2025. His appointment was duly approved by the shareholders of the Company at the 10^th Annual General Meeting held on September 30, 2025.

The Company confirms that the composition of its Board of Directors and Key Managerial Personnel was in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations as at March 31,2026.

In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Kapil Garg (DIN: 07143551), Whole Time Director of the Company, is liable to retire by rotation at the 11^th Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his reappointment at the 11^th Annual General Meeting of the Company.

Brief resume and other details of Mr. Kapil Garg (DIN: 07143551), Whole Time Director, as stipulated under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, are given in the Notice of 11^th Annual General Meeting forming part of the Annual Report.

All Independent Directors of the Company have furnished the requisite declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013, the Rules made thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations.

The Independent Directors have also confirmed that they have complied with the Code of Conduct applicable to the Board of Directors and Senior Management of the Company.

In accordance with Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have further confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with independent and objective judgement and without any external influence.

The Company has also received necessary declarations and confirmations from all Independent Directors regarding their registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) and compliance with the applicable proficiency requirements, including exemption from the online proficiency self-assessment test or successful completion thereof, as applicable, in accordance

with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors have confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

Based on the declarations and confirmations received, the Board is of the opinion that the Independent Directors possess the requisite expertise, experience and proficiency and are persons of integrity and repute. They fulfil the conditions of independence prescribed under the Companies Act, 2013, the Rules made thereunder and the SEBI LODR Regulations and are independent of the management of the Company.

The Company believes that the Board, being well acquainted with the Company, its business and affairs, is better positioned to effectively discharge its role of trusteeship and contribute towards fulfilling the aspirations of stakeholders and meeting societal expectations.

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a structured familiarization programme for its Independent Directors. The programme is designed to familiarize them with their roles, rights and responsibilities as Directors, the working and operations of the Company, the nature of the industry in which the Company operates, its business model and other relevant aspects of the Companys business.

The Company Secretary also briefs the Directors on their legal, statutory and regulatory responsibilities. Further, all newly appointed Independent Directors participate in an orientation programme to enhance their knowledge and understanding of the Company and to equip them with the requisite knowledge and skills to discharge their duties and responsibilities effectively and efficiently.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with Section 177 of the Companies Act, 2013 ("Act") and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable to Directors and Employees of the Company.

The Vigil Mechanism provides a formal mechanism for Directors and Employees to report concerns relating to any irregularity, misconduct, unethical conduct or other matters that may adversely affect the Company, financially or otherwise. Protected disclosures may be made through e-mail or by letter addressed to the Chairperson of the Audit Committee. The Policy provides adequate safeguards against victimization of persons who avail of the mechanism and ensures appropriate access to the Chairperson of the Audit Committee.

During the financial year 2025-26, no whistle blower complaint/event was reported under the Vigil Mechanism. The mechanism continues to function effectively, and no personnel of the Company were denied access to the Chairperson of the Audit Committee.

The Company has formulated and implemented a Corporate Social Responsibility Policy ("CSR Policy") in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the Corporate Social Responsibility Committee and with the approval of the Board of Directors.

During the financial year 2025-26, the Company incurred CSR expenditure of Rs. 67.42 lakhs towards eligible CSR activities.

The Annual Report on CSR Activities for the financial year 2025-26, as required under Sections 134 and 135 of the Act read with the applicable rules, is annexed to this Report as Annexure D.

Nomination and Remuneration Policy

In accordance with Section 178 of the Companies Act, 2013 ("Act"), read with the applicable rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has constituted a Nomination and Remuneration Committee ("NRC"). The composition and other details of the NRC are provided in the Corporate Governance Report forming part of this Annual Report.

The Company has also formulated a Nomination and Remuneration Policy ("NRC Policy") in accordance with Section 178(3) of the Act. The Policy lays down the criteria for determining the qualifications, competencies, positive attributes and independence of Directors and provides guidelines for the appointment, removal and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management.

The NRC Policy also provides the framework for evaluating the performance of the Board, its committees and individual Directors, in accordance with the applicable statutory and regulatory requirements.

The Company is committed to providing a safe, inclusive and harassment-free workplace for all its employees and maintaining an environment free from discrimination, including sexual harassment.

Internal Complaints Committee (ICC):

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has constituted an Internal Complaints Committee (ICC) across its offices. The Committee is led by a senior-level female employee and includes an external member with expertise in the field. Beyond complaint resolution, the ICC focuses on preventive sensitization and policy adherence. The Board maintains active oversight of the ICCs activities and policy compliance, ensuring that a culture of accountability, trust, and transparency remains embedded across the organization.

Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

In line with our commitment to a safe workplace, the Company strictly enforces its Policy on Prevention of Sexual Harassment, which applies to all employees regardless of gender or sexual orientation

Further, to reinforce compliance, real-time tracking, and central monitoring by the Ministry of Women and Child Development, the Company has successfully registered its establishment and active Internal Committee details on the Government of Indias SHe-Box Portal.

We prioritize a proactive approach through regular employee awareness workshops and specialized training for ICC members. Pursuant to the requirements of the POSH Act and the Listing Regulations, the status of complaints received and redressed during FY 2025-26 is detailed below:

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the financial year under review.

The Company extends maternity benefits to all eligible female employees in accordance with the applicable provisions of the Act, including maternity leave, nursing breaks and protection against dismissal during the maternity period.

During the financial year 2025-26, no instances of non-compliance with the provisions of the Maternity Benefit Act, 1961 were observed.

The details relating to the deposits covered under Chapter V of the Act are as under V of the Act are as under:

Your Company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Act, and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

The Company has adequate Internal Financial Controls ("IFC") commensurate with the size and nature of its business. The IFC framework is designed to ensure orderly and efficient conduct of operations, compliance with Company policies, safeguarding of assets, optimal utilisation of resources, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The IFC framework is supported by a comprehensive internal audit programme, with the findings and observations reviewed by the Management and the Audit Committee. The controls established under the IFC framework are periodically reviewed by the Internal Auditors and the Management to strengthen existing processes and incorporate necessary improvements in the Companys policies and standard operating procedures.

Based on the assessments carried out during the financial year 2025-26, no reportable or significant deficiencies or material weaknesses in the design or operation of the internal financial controls were identified. The Internal Audit Report also did not report any material weakness in the Companys internal financial controls.

Accordingly, the Companys internal financial controls with reference to the Financial Statements were considered adequate and operating effectively during the financial year under review.

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to and forms part of this Report as Annexure E.

The Company recognises that its employees are integral to its continued growth and success. The Company is committed to fostering a culture of excellence by attracting and retaining the right talent, providing appropriate training and development opportunities, and encouraging employees to achieve their professional goals while contributing to the overall objectives of the organisation.

The Company focuses on developing a skilled and capable workforce with an emphasis on flexibility, innovation, competitive advantage and improved business performance. Employee performance is evaluated periodically through appropriate performance measurement tools, including Job Performance Analysis and Key Performance Indicators ("KPIs"), based on the nature and responsibilities of their respective roles. This enables the Company to assess performance, identify development areas and encourage employees to improve their efficiency and contribution.

The statement of disclosure of remuneration under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is annexed to this Report as Annexure F.

The said statement shall also be available for inspection by the Members at the Registered Office of the Company during business hours, on all working days, excluding Saturdays, Sundays and public holidays, up to the date of the forthcoming Annual General Meeting.

The Management Discussion and Analysis Report for the financial year under review, as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to and forms an integral part of this Report as Annexure G.

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to corporate governance requirements as set as out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices.

A detailed Corporate Governance Report, as stipulated under Regulation 34(3) read with Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), forms an integral part of this Annual Report and is annexed hereto as Annexure H.

The Corporate Governance Report, together with the certificate issued by M/s. ABHISHEK GOSWAMI & CO, Company Secretaries, confirming compliance with the applicable conditions of Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report and is annexed hereto as Annexure J.

Pursuant to Section 124 of the Companies Act, 2013 ("Act") and the applicable rules made thereunder, the Company is required to transfer unpaid or unclaimed dividend to the Investor Education and Protection Fund ("IEPF") after expiry of the prescribed period. Further, shares in respect of which dividend has remained unclaimed for seven consecutive years or more are required to be transferred to the demat account of the IEPF Authority, subject to the applicable provisions of the Act and the rules made thereunder.

During the financial year 2025-26, the Company did not transfer any unpaid or unclaimed dividend to the IEPF Authority. The details of unpaid and unclaimed dividend, along with the details of shares liable to be transferred to the IEPF Authority, wherever applicable, are made available on the Companys website.

The Company has appointed the following Nodal Officer for coordination with the IEPF Authority and for assisting shareholders in matters relating to IEPF:

The details of the Nodal Officer are also available on the Companys website.

In the interest of shareholders, the Company sends periodic reminders to shareholders to claim their unpaid or unclaimed dividend before the same becomes liable for transfer to the IEPF Authority. The Company also publishes notices in newspapers and provides details of unpaid or unclaimed dividend and shareholders whose shares are liable to be transferred to the IEPF Authority on its website.

The requirement relating to transfer of shares to the IEPF Authority does not apply where a specific order of a Court, Tribunal or other statutory authority restrains such transfer.

The Business Responsibility and Sustainability Report ("BRSR") for the financial year 2025-26, as stipulated under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company, as the provisions relating to BRSR are applicable to the top 1,000 listed entities based on market capitalisation as on March 31 of every financial year.

Accordingly, the Company is not required to prepare or annex a BRSR to this Annual Report for the financial year 2025-26.

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fees for the financial year 2026-27 have been duly paid to both the Stock Exchanges.

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 31,2026;

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.

• 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;

• The 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.

The Company continues to foster a culture based on professionalism, integrity, excellence and continuous improvement, with a focus on the efficient utilisation of resources and sustainable and profitable growth.

The Board of Directors places on record its sincere appreciation for the dedication, commitment and valuable contribution of the employees at all levels, whose continued efforts have been instrumental in the Companys performance and growth.

The Board also acknowledges with gratitude the valuable cooperation and support extended by Government Authorities, regulatory bodies, banks and financial institutions, customers, suppliers, business associates and other stakeholders.

The Board expresses its sincere appreciation to the Members and investors of the Company for their continued trust, confidence and support, and looks forward to their continued association in the years ahead.