Innovassynth Investments Ltd Directors Report

To,

The Members,

Your directors have the pleasure of presenting the 17^th Board Report of the Company with the Audited Financial Statements for the year ended 31^st March 2025.

1. FINANCIAL SUMMARY:

The Companys financial summary for the year under review along with the previous years figures is given hereunder: ( in Lakhs)

2. DIVIDEND:

In view of the accumulated losses, the Directors do not recommend any dividend for the year ended 31^st March 2025.

3. PERFORMANCE REVIEW:

The Companys income for 2024-25 was nil as compared with nothing during the previous year. Loss of the Company stood at 115.33 lakhs as against 69.55 lakhs in 2023-24. During the year other comprehensive loss amounted to 472.36 lakhs as against 84.42 lakhs loss in 2023-24.

4. SHARE CAPITAL:

During the year under review, Company, after approval of the members in the Extra Ordinary Meeting held on September 23, 2024, has increased its Authorized Share Capital from 25.00 Crores to 29.00 Crores.

During the year under review, the Company has issued and allotted 37,06,250 (Thirty Seven Lakh Six

Thousand Two Hundred and Fifty) equity shares of 10/- (Rupees Ten only) each at a premium of 19.39/-

(Rupees Nineteen and Paise Thirty Nine only) per share on a preferential basis other than for cash consideration, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, as well as the SEBI (ICDR) Regulations, 2018.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up share capital of the Company has increased from 24,27,80,350/- (Rupees Twenty Four Crore Twenty Seven Lakh Eighty Thousand Three Hundred and Fifty only) divided into 2,42,78,035 equity shares of 10/- each to 27,98,42,850/- (Rupees Twenty Seven Crore Ninety Eight Lakh Forty Two Thousand Eight Hundred and Fifty only) divided into

2,79,84,285 equity shares of 10/- each.

5. SCHEME OF ARRANGEMENT/AMALGAMATION:

The Board has approved Scheme of Amalgamation of Innovassynth Technologies (India) Limited

("Transferor Company") with Innovassynth Investments Limited ("Transferee Company") on August 23, 2024 in accordance with Sections 230 to 232 and other applicable provisions of the Act read with the rules framed thereunder w.e.f. appointed date October 1, 2024. The Company has received No-objections letter from BSE Limited (BSE). Also, the Company has filed the joint company application before the Honble National

Company Law Tribunal, Mumbai.

The proposed merger is expected to result in business synergies, operational efficiencies, consolidation of resources, and enhancement of stakeholder value. The Board will keep the shareholders informed on further developments in this regard.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as

7. DISCLOSURES UNDER THE COMPANIES ACT,2013 AND THE RULES MADE THEREUNDER:

The Annual Return of the Company as on March 31, 2024, in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website and can be accessed https://www.innovassynthinvestments.in/articles/category/extract-of-annual-return.

During the year six Board Meetings, five Audit Committee Meetings, One Nomination and Remuneration Committee Meetings, one Stakeholder Relationship Committee Meeting and one Independent Directors Meeting were convened and held in compliance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of Board and Committee Meetings are given in the Corporate Governance Report, which is a part of this report.

The composition of the Audit Committee is provided in the Corporate Governance Report and forms a part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arms length basis and in the ordinary course of business. Given that the Company does not have any RPTs to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided. The details of the transactions with Related Parties as per Ind AS 24 are provided in the accompanying financial statements.

Your company has complied with the various requirements of the Corporate Governance under the provisions of the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Director of the Company.

During the year under review, following changes in composition of Board of Director and KMP took place: As on 31^st March 2025, the Board of Directors comprises of 3 (Three) Directors, out of which 2 (two) are Independent Directors including 1 (one) Woman Director and 1 (one) is Executive Director. In accordance with the provisions of the Act, Dr Hardik Joshipura (DIN: 09392511) retires by rotation at the ensuing AGM and, being eligible, offers himself reappointment. The Board recommends the re-appointment of Dr Hardik Joshipura (DIN: 09392511), for approval of the Members at the ensuing AGM. The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) with respect to proposed Appointment/ Re-appointment of Directors retiring by rotation are given in the Notice of ensuing AGM, forming part of the Annual Report. Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025, are: Dr. Hardik Joshipura Managing Director Mr. Sameer Pakhali Chief Financial Officer and Company Secretary There is no change among the Key Managerial Personnel during the year under review.

All Independent Directors have given declarations that they comply with the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board of Directors has carried out an Annual Performance Evaluation of the Board and of the Individual Directors has been made. During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgement and guidance and support provided to the Management. The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel, and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations. The website link for the policy is http://www.innovassynthinvestments.in/Doc/THE%20NOMINATION%20AND%20REMUNERATION%20P OLICY.pdf

Statutory Auditor:

At 14^th AGM held on September 29, 2022, members approved the appointment of M/s P G BHAGWAT LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), as the Statutory Auditors of the Company to hold office for a term of five consecutive years, from the conclusion of that AGM till the conclusion of the 19^th AGM to be held in the year 2027.

Further, the Auditors Report "with an unmodified opinion", given by the Statutory Auditors on the financial statements of the Company for financial year 2024-25, is disclosed in the financial statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Statutory Auditor in their Report for the year under review. The notes on the financial statements are self-explanatory and do not call for any further comments. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

Secretarial Auditor:

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 30, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s Amey Lotlikar & Co., Practicing Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

The secretarial auditors report does not contain any qualifications, reservations, adverse remarks, or disclaimer. Secretarial audit report is attached to this report as Annexure-3..

As per the recent amendment in Regulation 24 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, vide insertion of Regulation 24A, M/s Sushil Talathi & Associates, Secretarial Auditor of the Company, undertook & examine compliances under SEBI (LODR) Regulations, 2015 and issued Annual Secretarial Compliance Report for the year ended 31^st March 2025. The Annual Secretarial Compliance Report does not have any qualifications, reservations, adverse remarks, or disclaimer.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board based on the Recommendation of the Audit Committee, appointed M/s V D Tilak & Co, Chartered Accountants (FRN:134853W), Khopoli, Raigad as Internal Auditor of the Company for conducting an internal audit of the Company for F.Y 2024-25.

Your Company does not have any unclaimed shares issued in physical form pursuant to public issues/Right issues.

The Company does not have any Subsidiary.

Associate Company:

1. Innovassynth Technologies (India) Limited

The Company holds 36.73% of the equity share capital of Innovassynth Technologies (India)Limited.

During the year, the turnover of the company was 116 crore (previous year 160 crore) and Loss after tax for the year was 13.93 crore (previous year Profit 0.46 crore). The Company has a net worth of 127 crore (previous year 141 crore) as on 31^st March 2024.

A statement containing the salient features of the financial statements of the associate company and subsidiary in the prescribed format is annexed as Annexure-2 to this Report. n. Deposits:

During the period under review, the Company did not accept any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013.

The Company has not given any loan to or provided any guarantee or security in favor of other parties and has also not made any investment in its funds with any other party during the year under Section 186 of the Companies Act, 2013.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

There are no significant, and material orders passed by the Regulators/ Courts which would impact on the going concern status of the Company and its future operations.

The Company has no particulars to report regarding conservation of energy, technology absorption, foreign exchange earnings, and outgo as required under Section 134(3) (m) of the Companies Act, 2013, read with Rules thereunder.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annual Report as Annexure-4 which forms a part of this Report.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is available at- https://www.innovassynthinvestments.in/article/familiarisation-programme. u. Internal Financial Controls:

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Company does not make any profit during the year under review hence no amount is required to transfer to the reserves.

Your Companys equity shares are listed at BSE Limited (BSE), Mumbai. The Company has duly paid the annual listing fees for the financial year 2024-25 to the Stock Exchange.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The table below provides details of complaints received/disposed during financial year 2024-25:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit and loss of the Company for that period; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. COMPLIANCE WITH SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirm that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India has been duly complied by the Company. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

9. CEO AND CFO CERTIFICATION:

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17 (8) of the Listing Obligations. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The Annual Certificate given by Managing Director and the Chief Financial Officer is attached in Annexure-5

We thank our Employees, Investors, and Bankers for their continued support during the year. We are grateful to the various authorities for their continued cooperation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

For and on behalf of the Board of Directors of