Innovassynth Technologies India Ltd Directors Report

To,

The Members,

Innovassynth Technologies (India) Limited

(Formerly known as Innovassynth Investments Limited)

Your directors have the pleasure of presenting the 18^th Boards Report of Innovassynth Technologies (India) Limited ("the Company"), together with the Audited Financial Statements for the financial year ended March 31, 2026. This Report has been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The financial statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013.

1. Financial Summary:

The C ompanys financial summary for the year under review along with the previous years figures is given hereunder:

(Rs. in Lakhs)

Particulars	2025-26	2024-25*
Total Income	10,295.93	10,009.07
Profit/(Loss) Before Interest and Depreciation	(2,463.12)	2,304.51
Interest	722.77	353.23
Depreciation	788.06	388.30
Share of Profit of Associate	—	—
Profit/(Loss) Before Tax	(3,973.95)	1,562.98
Current Tax	—	311.97
Deferred Tax Adjustment	(1,100.57)	(500.31)
Profit/(Loss) After Tax	(2,878.80)	2,014.50
Other Comprehensive Income/(Loss)	30.43	(9.85)
Total Comprehensive Income/(Loss) for the year	(2,848.37)	2,004.65

*Note: The figures for FY 2024-25 represent the financial results for six months and have been presented for comparative purposes. The FY 2024-25 figures have been restated pursuant to the merger, which became effective on December 19, 2025.

2. Dividend:

In view of the net loss incurred by the Company during the financial year ended March 31, 2026, the Board of Directors has not recommended any dividend for the financial year under review.

3. P erformance Review:

During the financial year ended March 31, 2026, the Company recorded revenue from operations of Rs. 10,235.21 lakhs as compared to

Rs. 9,831.35 lakhs in the previous year. Total income increased to Rs. 10,295.93 lakhs from Rs. 10,009.07 lakhs in the previous year.

The C ompany incurred a loss before Rs. 3,973.95 lakhs during the year as against a profit before tax oftax of Rs. 1,562.98 lakhs in the previous year. The loss after tax stood at Rs. 2,878.80 lakhs, as compared to a profit after tax of Rs. 2,014.50 lakhs in the previous year.

The los s during the year was primarily attributable to higher operating and employee costs, finance costs, depreciation, and other expenses. The Company continues to focus on strengthening its manufacturing operations, improving operational efficiencies, and enhancing its business prospects.

The t otal comprehensive loss for the year Rs. 2,848.37 lakhs, as against total comprehensive income ofstood at Rs. 2,004.65 lakhs in the previous year.

The comparative figures for FY 2024-25 have been restated to give effect to the Scheme of Merger, as explained in the notes to the financial statements.

4. Shar e Capital:

The paid-up equity share capital of the Company as on March 31, 2025, was Rs. 2,798.43 lakh, divided into 2,79,84,285 equity shares of

Rs. 10/- each.

During the year under review, pursuant to the Scheme of Merger by Absorption of Innovassynth Technologies (India) Limited ("Transferor Company") with Innovassynth Investments Limited ("Transferee Company"), as approved by the National Company Law Tribunal ("NCLT"), the Company allotted 4,74,65,031 equity shares of Rs. 10/- each on December 23, 2025, to the shareholders of the Transferor Company, without payment being received in cash, pursuant to the Scheme, which became effective on December 19, 2025.

C onsequent to the aforesaid allotment, the paid-up equity share capital of the Company increased Rs. 7,545 lakhs, divided into 7,54,49,316to equity shares of Rs. 10/- each as at March 31, 2026.

The C ompany has not issued any equity shares with differential voting rights during the year under review.

The C ompany subsequently completed a Rights Issue of 1,74,11,380 equity Rs. 10/- each shares of at an issue price of Rs. 40/- per equity share in May 2026. Since the allotment was made after the financial year-end, the same is not included in the paid-up equity share capital as at March 31, 2026.

5. S cheme of Arrangement/Amalgamation:

The B oard of Directors of the Company at its meeting held on August 23, 2024, approved the Scheme of Merger by Absorption ("Scheme") of

Innovassynth Technologies (India) Limited ("Transferor Company" or "ITIL") with Innovassynth Investments Limited ("Transferee Company" or "the Company"), with an Appointed Date of October 1, 2024.

The Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated November 14, 2025, read with the rectification order dated November 26, 2025, sanctioned the Scheme of Merger.

The certified copy of the NCLT order was received on December 9, 2025, and was filed with the Registrar of Companies, Maharashtra, on December 19, 2025, pursuant to which the Scheme became effective. Accordingly, the merger of the Transferor Company with the Company became effective from December 19, 2025.

Pursuant to the Scheme becoming effective, the Company allotted 4,74,65,031 equity shares Rs. 10/-of each to the shareholders of the Transferor Company, without payment being received in cash, in accordance with the terms of the Scheme.

Consequent upon the Scheme becoming effective, the name of the Company was changedInnovassynth Investments Limited from " " to " Innovassynth Technologies (India) Limited ".

The details and accounting treatment of the merger are disclosed in Note 32 to the financial statements forming part of the Annual Report.

6. Change of name of the Company:

P ursuant to the Scheme of Merger by Absorption of Innovassynth Technologies (India) Limited with Innovassynth Investments Limited, and upon the Scheme becoming effective, the name of the Company was changed from "Innovassynth Investments Limited" to "Innovassynth Technologies (India) Limited", with effect from December 31, 2025, pursuant to the approval of the Central Registration Centre (CRC), Ministry of Corporate Affairs.

7. Change of registered office of the Company

During the financial year under review, the Board of Directors of the Company considered and approved the shifting of the Registered Office of the Company from Shop No. 17, C-Wing, S. No. 55, C.T.S. No. 1655, Leena Heritage Co-op. Housing Society, Khopoli, Raigad (MH), Khopoli – 410203, Maharashtra, India to Old Mumbai-Pune Road, Khopoli – 410203, Maharashtra, India, with effect from December 23, 2025.

8. Management Discussion and Analysis:

A detailed report on Management Discussion and Analysis (MD&A), covering the operations and performance of the Company, forms an integral part of this Annual Report.

9. Disclo sures under the Companies Act, 2013 and the Rules made thereunder:

a. Extract of Annual Return:

In compliance with Section 92 and Section 134(3)(a) of the Companies Act, 2013, read with the applicable Rules made thereunder, the Annual Return of the Company is available on the Companys website at www.innovassynth.com and can be accessed through the following link:

Annual Return – FY 2025-26:https://www.innovassynth.com/investors/annual-return/

b Number of Meetings of the Board of Directors and its Committees: .

During the year under review, seven Board Meetings, five Audit Committee Meetings, three Nomination and Remuneration Committee Meetings, one Stakeholders Relationship Committee Meeting and one Independent Directors Meeting were convened and held in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Board and Committee Meetings are provided in the Corporate Governance Report, which forms part of this Report.

c Committees of the Board: .

A s on March 31, 2026, the Board of Directors of the Company has the following Committees:

1. Audit Committee;

2 Nomination and Remuneration Committee; and .

3 Stakeholders Relationship Committee. .

The Corporate Governance Report, which forms part of this Annual Report, provides details of the meetings held and the composition of the Board Committees.

Audit Committee:

The c omposition of the Audit Committee is provided in the Corporate Governance Report, which forms part of this Annual Report. There were no instances of non-acceptance by the Board of any recommendations of the Audit Committee during the financial year under review.

d. Corporate Social Responsibility:

During the year under review, pursuant to the Scheme of Merger becoming effective on December 19, 2025, the business and undertaking of Innovassynth Technologies (India) Limited ("Transferor Company") were transferred to and vested in the Company. Consequently, the CSR obligations of the Transferor Company, including the obligation in respect of its ongoing CSR project, devolved upon and became the responsibility of the Company in accordance with the terms of the Scheme and the applicable provisions of Section 135 of the Companies Act, 2013 ("Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR obligation pertaining to the relevant period was duly discharged. The amount earmarked towards the ongoing CSR project of the Transferor Company was duly utilised towards the identified CSR activities in accordance with the applicable provisions of the Act and the terms of the Scheme. Consequently, no amount remains unspent in respect of the CSR obligation pertaining to the said ongoing project.

A ccordingly, there was no amount requiring transfer to the Unspent CSR Account or to any fund specified under Schedule

Act, as applicable.

During the financial year, consequent upon the Scheme of Merger becoming effective and the resultant reconstitution of the Board and its Committees, the Company did not have a separate CSR Committee. The CSR obligation arising pursuant to the Scheme was nevertheless duly addressed and discharged in accordance with the applicable provisions of Section 135 of the Act and the terms of the Scheme.

The Company shall continue to comply with the applicable provisions relating to Corporate Social Responsibility, including the constitution of the CSR Committee and formulation of a CSR Policy, if and when the provisions of Section 135 of the Act become applicable to the Company. e. R elated Party Transactions:

None of the transactions entered into with related parties during the financial year under review fall within the scope of Section 188(1) of the Companies Act, 2013. Accordingly, disclosure of related party transactions in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is not applicable to the Company and hence does not form part of this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Companys website and can be accessed at: https://www.innovassynth.com/article/policy-on-related-party-transaction/ In accordance with the requirements of Ind AS 24, detailed disclosures, including the names of related parties and details of transactions, are provided in the notes to the financial statements forming part of this Annual Report. f Changes in the nature of business: .

During the year under review, pursuant to the Scheme of Merger by Absorption becoming effective on December 19, 2025, the business and operations of Innovassynth Technologies (India) Limited were transferred to and vested in the Company as a going concern. C onsequent to the Scheme becoming effective, the Company is engaged in the business of manufacturing chemicals, specialty chemicals and Life science based products. The Company has ceased to carry out investment activities as its principal business activity.

A ccordingly, there has been a change in the nature of business of the Company during the year under review pursuant to the

Scheme of Merger. g. Corporate Governance:

The Company places significant emphasis on sound corporate governance practices and conducts its affairs with transparency, integrity and accountability. The Company has adopted appropriate governance practices in accordance with the applicable regulatory requirements.

The Corporate Governance Report, prepared in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. The Secretarial Auditors certificate regarding compliance with the applicable Corporate Governance requirements is annexed to the Corporate Governance Report.

A detailed report on Corporate Governance is provided separately as part of this Annual Report.

h. Risk Management:

Risk is an inherent part of business operations. The Company recognizes the importance of identifying and managing risks that may affect its business, operations, and objectives.

The Company adopts a prudent and proactive approach towards identification and assessment of significant business and operational risks. Risks, as and when identified, are evaluated and appropriate measures are taken by the management to mitigate their potential impact and ensure continuity of business operations.

The Board of Directors oversees the overall risk environment of the Company and reviews significant business and operational risks, wherever considered necessary. The Company remains committed to strengthening its risk management practices in line with the evolving business and regulatory environment.

i. Directors and Key Managerial Personnel:

During the financial year under review, the Company witnessed changes in the composition of its Board of Directors and Key Managerial Personnel pursuant to the Scheme of Merger becoming effective, resulting in the consequent reconstitution of the Board and its

Committees and organisational restructuring.

Changes in the Board of Directors

Mr. Prosenjit Gupta (DIN: 10278007) was appointed as an Additional Independent Director with effect from August 14, 2025, and was subsequently appointed as an Independent Director by the Members at the 17^th Annual General Meeting of the Company held on September 26, 2025.

Mr. Sandesh Mhadalkar (DIN: 08929791) completed his tenure as an Independent Director and consequently ceased to be a Director of the Company with effect from October 21, 2025. The Board places on record its appreciation for his valuable guidance, contribution and services rendered during his tenure.

C onsequent to the Scheme of Merger and reconstitution of the Board, the following appointments and changes took effect from

December 23, 2025:

• Ms. Ameeta Parpia (DIN: 02654277) was appointed as an Additional Independent Director;

• Mr. Akshay Raheja (DIN: 00288397) was appointed as an Additional Non-Executive Non-Independent Director;

• Mr. Viren Raheja (DIN: 00037592) was appointed as an Additional Non-Executive Non-Independent Director;

• Mr. Vaibhav Joshi (DIN: 11438129) was appointed as an Additional Executive Director (Operations); and

• Dr. Hardik Mahesh Joshipura (DIN: 09392511) was redesignated as the Managing Director & Chief Executive Officer of the Company.

The Members, through Postal Ballot concluded on March 19, 2026, approved the appointment of Ms. Ameeta Parpia as Non-Executive Independent Director, Mr. Akshay Raheja and Mr. Viren Raheja as Non-Executive Non-Independent Directors and Mr. Vaibhav Joshi as Whole-time Director (Executive Director – Operations). The Members also approved the remuneration payable to Dr. Hardik Mahesh Joshipura, Managing Director & Chief Executive Officer.

Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency to effectively discharge their duties and responsibilities. The Independent Directors have also complied with the applicable requirements relating to inclusion of their names in the data bank maintained in accordance with the applicable provisions of the Companies Act, 2013, wherever applicable.

K ey Managerial Personnel

P ursuant to the Scheme of Merger and consequent organisational restructuring, Mr. Jayesh Patel was appointed as the Chief Financial

Officer of the Company with effect from December 23, 2025. Consequently, Mr. Sameer Pakhali ceased to hold the office of Chief Financial Officer and continued as the Company Secretary & Compliance Officer.

A ccordingly, the Key Managerial Personnel of the Company as on March 31, 2026, were:

Name	Designation
Dr. Hardik Mahesh Joshipura	Managing Director & Chief Executive Officer
Mr. Vaibhav Joshi	Whole-time Director (Executive Director – Operations)
Mr. Jayesh Patel	Chief Financial Officer
Mr. Sameer Pakhali	Company Secretary & Compliance Officer

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Hardik Mahesh Joshipura (DIN: 09392511), Managing Director & Chief Executive Officer, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Dr. Hardik Mahesh Joshipura for consideration and approval of the Members. The requisite details relating to his re-appointment, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings (SS-2), are provided in the Notice convening the ensuing Annual General Meeting.

Board Composition

A s on March 31, 2026, the Board of Directors of the Company eight (8) Directors comprised , consisting of:

• Two (2) Executive Directors;

• Four (4) Non-Executive Independent Directors; and

• Two (2) Non-Executive Non-Independent Directors.

The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

j. Statement on Declaration Given by Independent Directors:

All Independent Directors of the Company have given declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

k Board Evaluation: .

P ursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts)

2014, and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has undertaken a formal annual performance evaluation of the Board of Directors, its Committees and individual Directors for the financial year ended March 31, 2026.

The evaluation process was conducted internally and covered, inter alia, the performance and effectiveness of the Board as a whole, its committees and individual Directors. The evaluation focused on various aspects of the Board and Committee functioning, including composition, structure and effectiveness of the Board and its Committees, contribution and participation of Directors, quality and timeliness of information provided to the Board, discharge of duties and responsibilities, governance and oversight, strategic guidance and effectiveness of deliberations.

The performance of individual Directors was evaluated on parameters including their contribution to the Board and Committee deliberations, independent judgement, participation, understanding of the Companys business and operations, and guidance and support provided to the Management.

The evaluation of the Independent Directors was carried out in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The performance evaluations of the Board, its committees and individual Directors were considered by the Board.

The results and key outcomes of the evaluation were communicated to and discussed with the Board, the respective Committee Chairpersons, and the individual Directors, as applicable. The evaluation process was found to be satisfactory, and the Board noted the constructive contribution and effective participation of the Directors in the functioning of the Company.

l. Remuneration Policy:

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy is available on the website of the Company at: https://www.innovassynth.com/investors/ corporate-governance-policies

m. Auditors:

• Statutory Auditor:

At 14^th the AGM held on September 29, 2022, the 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.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026 forms part of this Annual Report. The Auditors Report contains an unmodified opinion and does not contain any qualification, reservation, adverse remark, or disclaimer.

The notes forming part of the financial statements are self-explanatory and, therefore, do not call for any further comments or explanations.

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees during the financial year under review.

• S ecretarial Auditor:

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board, at its meeting held on May 30, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s Amey Lotlikar & Co., Practicing Company Secretaries, a Peer Reviewed Firm, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, subject to the approval of the Members.

The Members of the Company, at the Annual General Meeting held on September 26, 2025, approved the appointment of

M/s Amey Lotlikar & Co., Practicing Company Secretaries, as the Secretarial Auditors of the Company for the aforesaid term. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 forms part of this Annual Report.

i. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Secretarial Audit Report for the financial year ended March 31, 2026, issued by M/s. Amey Lotlikar & Co., Company Secretaries, Secretarial Auditor of the Company, is annexed to this Report as Annexure 1.

The Secretarial Auditor has reported that the Company has generally complied with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the applicable SEBI Regulations and other applicable laws, except for the following observations: (i) The Company has delayed in intimating the details of completion of tenure of an Independent Director, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the Stock Exchange within 24 hours from the effective date; and (ii) The Company had submitted only one working day prior intimation under Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on March 24, 2026, convening the Board Meeting on March 27, 2026, to BSE Limited. BSE Limited imposed a fine of Rs. 10,000/- for the said violation.

ii. Annual Secretarial Compliance Report:

In accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, from M/s. Amey Lotlikar & Co., Practicing Company Secretaries.

The Annual Secretarial Compliance Report contains the following observations:

(i) Delay in prior intimation of a Board Meeting to the Stock Exchanges under Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and (ii) Delay in disclosure to the Stock Exchanges regarding the cessation of Mr. Sandesh Mhadalkar under Regulation 30 read with Schedule III of the SEBI Listing Regulations.

Managements Response

The Management has explained that the aforesaid instances of delay were inadvertent and procedural in nature and that the requisite disclosures were subsequently made to the Stock Exchanges. The Company has undertaken appropriate corrective and preventive measures, including strengthening compliance monitoring mechanisms, enhancing internal review processes and instituting additional compliance checks, to ensure timely compliance with the applicable regulatory requirements.

The Board has reviewed and taken note of the observations contained in the Secretarial Audit Report and the Annual Secretarial Compliance Report and the explanations provided by the Management. The Board has advised strict adherence to the prescribed regulatory timelines and disclosure requirements going forward.

• C ost Auditors:

During the year under review, 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 requirement for appointment of a Cost Auditor for conducting Cost Audit is not applicable to the Company for the Financial Year 2025–26, based on the applicable provisions and prescribed thresholds under the said Rules. However, the Company is maintaining such cost records as are applicable to its products and activities in accordance with Section 148(1) of the Act read with the said Rules.

• Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, had appointed M/s V. D. Tilak & Co., Chartered Accountants (Firm Registration No. 134853W), Khopoli, Raigad, as the Internal Auditor of the Company for conducting the internal audit of the Company for the financial year 2025-26.

M/s V. D. Tilak & Co. conducted the internal audit of the Company for the first and second quarters of the financial year 2025-26 and submitted their internal audit reports to the Audit Committee for its review and consideration.

Consequent to the Scheme of Merger becoming effective and the resultant organizational restructuring, the Board of Directors, at its meeting held on December 23, 2025, based on the recommendation of the Audit Committee, appointed KPMG Assurance and Consulting Services LLP as the Internal Auditor of the Company for the remaining period of the financial year 2025-26. KPMG Assurance and Consulting Services LLP conducted an internal audit of the Company for the subsequent period of the financial year 2025-26 and submitted its internal audit reports to the Audit Committee.

The Audit Committee periodically reviewed the internal audit reports, findings and recommendations of the Internal Auditors and monitored the implementation of corrective actions, wherever required. The Board also took note of the significant observations and recommendations made by the Internal Auditors and the status of corrective actions undertaken by the Management.

n. Disclosure Under Schedule V(F) Of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015:

In accordance with the applicable SEBI requirements, the Company has opened a Suspense Escrow Demat Account for transfer of shares remaining unclaimed for more than 120 days from the date of issue of the Letter of Confirmation to shareholders in lieu of physical share certificate(s), to enable such shareholders to make a request for dematerialisation of their shares.

A s on March 31, 2026, 180,268 equity shares were lying unclaimed in the Suspense Escrow Demat Account of the Company.

o Transfer of Unclaimed/Unpaid Amounts to the Investor Education and Protection Fund (IEPF):

During the year under review, there were no amounts required to be transferred to the Investor Education and Protection Fund ("IEPF") under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Company shall comply with the applicable provisions relating to transfer of unclaimed/unpaid dividend and corresponding shares to the IEPF, wherever applicable, within the prescribed timelines.

p Subsidiary and Associate Companies: .

The Company does not have any Subsidiary or Associate Company as on March 31, 2026.

During the year under review, Innovassynth Technologies (India) Limited, which was an Associate Company of the Company, was merged with the Company pursuant to the Scheme of Merger by Absorption approved by the Honble National Company Law Tribunal. The Scheme became effective upon filing of the NCLT Order with the Registrar of Companies on December 19, 2025.

C onsequent to the merger, Innovassynth Technologies (India) Limited ceased to be an Associate Company of the Company.

Accordingly, the provisions relating to disclosure of particulars of Subsidiary and Associate Companies are not applicable to the Company as at March 31, 2026.

q. Deposits:

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 (the "Act").

r Loans, Guarantees or Investments:

The Company has not given any loan or provided any guarantee or security in connection with any loan, nor has it made any investment, during the year under review, attracting the provisions of Section 186 of the Companies Act, 2013.

s Material Changes and Commitments Between the Date of the Balance Sheet and the Date of Report: .

Subsequent to the close of the financial year, the Company completed a Rights Issue of 1,74,11,380 equity shares of Rs. 10/- each at an issue price of Rs. 40/- per equity share, aggregating to Rs. 69.65 Crore, in May 2026. The Rights Issue was undertaken pursuant to the approval of the Board of Directors dated March 27, 2026.

The Rights Issue was completed after March 31, 2026, and, accordingly, the resultant increase in the paid-up equity share capital has not been considered in the paid-up equity share capital of the Company as at March 31, 2026.

Except for the aforesaid Rights Issue and other matters disclosed elsewhere in this Report and the financial statements, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

t S. ignificant and Material Orders Passed by Regulators or Courts or Tribunals:

During the year under review, the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated November 14, 2025, read with the rectification order dated November 26, 2025, sanctioned the Scheme of Merger by Absorption of Innovassynth Technologies (India) Limited with Innovassynth Investments Limited. The Scheme became effective on December 19, 2025, upon filing of the certified copy of the NCLT order with the Registrar of Companies, Maharashtra.

The aforesaid order did not have any adverse impact on the going concern status of the Company or its future operations. Except for the aforesaid order, there were no significant and material orders passed by any Regulators, Courts or Tribunals which would adversely affect the going concern status of the Company or its future operations.

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

P ursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to Conservation of Energy, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo are provided in Annexure 1 forming part of this Report.

P ursuant to the Scheme of Merger becoming effective on December 19, 2025, the disclosures in Annexure 1 include, to the extent applicable, the operations of the business and undertaking vested in the Company pursuant to the Scheme.

v S . tatement Pursuant to Section 197(12) Of the Companies Act, 2013 Read with Rule 5 Of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014:

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 are provided in the Annual Report as Annexure-2 which forms a part of this Report.

w F . amiliarization Program for Independent Directors:

The Company has put in place a Familiarization Programme for Independent Directors to enable them to familiarize themselves with the Company, its business, operations, industry, functional areas, regulatory framework and their roles, rights, and responsibilities as Directors.

The Independent Directors are provided with necessary documents, reports, presentations, and internal policies and are briefed, as and when required, on matters relating to the Companys business and operations.

The details of the Familiarization Programme imparted to the Independent Directors are available on the Companys website at: https://www.innovassynth.com/investors/disclosures-under-regulation-46/.

x. Internal Financial Controls:

The Company has established and maintained a robust internal financial control framework, commensurate with the size, scale and nature of its business, comprising appropriate policies, processes, procedures, and control mechanisms. Pursuant to the Scheme of Merger becoming effective during the year, the business operations, assets, liabilities, employees, and related processes of the Transferor Company became vested in the Company. The internal financial control framework has accordingly been implemented and strengthened to address the requirements of the Companys post-merger business operations, including its manufacturing activities. The internal financial controls are embedded in the Companys business processes and are designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of reliable financial information and compliance with applicable laws, regulations and internal policies.

The Companys internal financial controls encompass both manual and information technology-enabled controls, including controls embedded in SAP (ERP) and other business applications, covering authorization, processing, recording, and reporting of transactions. Appropriate review mechanisms and control procedures are in place to assess the adequacy and effectiveness of these controls. The Companys internal audit function undertakes periodic reviews of the internal control framework and business processes in accordance with the internal audit plan approved by the Audit Committee. The internal audit reports, significant observations, and management responses, together with the status of corrective and remedial actions, wherever applicable, are placed before the Audit Committee for its review and consideration.

The Audit Committee periodically reviews the adequacy and effectiveness of the Companys internal financial controls and monitors the implementation of recommendations arising from internal audits. The statutory audit also includes the evaluation and reporting on internal financial controls with reference to the financial statements, as required under the applicable provisions of the Companies Act, 2013.

B ased on the assessment undertaken during the year under review, no material weakness in the design or operation of internal controls with reference to the financial statements was identified or reported.

y Whistle Blower Policy/Vigil Mechanism: .

The Company has established a Vigil Mechanism / Whistle Blower Policy in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a formal and secure mechanism for Directors, employees and other stakeholders to report genuine concerns relating to unethical behavior, actual or suspected fraud, misconduct, violation of the Companys policies or applicable laws and regulations, or any other concerns affecting the interests of the Company.

The Vigil Mechanism provides for adequate safeguards against victimization of persons who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee, wherever considered appropriate.

The mechanism is administered in accordance with the Companys approved policy and the complaints received, if any, are dealt with in accordance with the prescribed procedure, while maintaining appropriate confidentiality.

During the Financial Year 2025–26, no person was denied access to the Chairperson of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy is available on the Companys website at: https://www.innovassynth.com/investors/ disclosures-under-regulation-46/

z Reserves: .

The Company has incurred a loss during the year under review and, accordingly, no amount has been transferred to reserves.

aa. Listing of Equity Shares:

Y our Companys equity shares are listed at BSE Limited (BSE), Mumbai. The Company has duly paid the annual listing fees for financial year 2025-26 to the Stock Exchange.

bb Prevention of Sexual Harassment at Workplace: .

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The details of complaints received and disposed of during FY 2025–26 are as follows:

Number of complaints at the beginning of the financial year :	Nil
No. of complaints filed during the financial year :	Nil
No. of complaints disposed of during the financial year :	Nil
No. of complaints pending at the end of the financial year :	Nil

c Directors Responsibility Statement: c.

P ursuant to the requirements of 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.

9. Compliance with Secretarial Standards - 1 and 2:

Y our 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 Meetings of the Board of Directors and General Meetings, respectively, as specified by the Institute of Company Secretaries of India, have been duly complied with by the Company.

The Directors have devised proper systems to ensure compliance with all applicable Secretarial Standards and that such systems are adequate and operating effectively.

10. C ompliance of the provisions relating to the maternity benefit Act, 1961:

The B oard affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols. The policy is designed to support the health, well-being, and work-life balance of women employees during and after pregnancy.

11. Insolvency and Bankruptcy Code, 2016:

Ther e are no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

12. Details of One-Time Settlement with Banks or Financial Institutions

Ther e was no instance of a one-time settlement entered into with any bank or financial institution during the financial year.

13. CEO and CFO Certification:

The Managing Director and the Chief Financial Officer of the Company provide an annual certification regarding 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 the Managing Director and the Chief Financial Officer is annexed to this Annual Report.

14. Acknowledgement:

The B oard places on record its sincere appreciation for the continued support and cooperation extended by the employees, shareholders, customers, bankers, business associates, regulatory authorities, and other stakeholders of the Company during the year under review.

	For and on behalf of the Board of Directors of
	Innovassynth Technologies (India) Limited
	(Formerly known as Innovassynth Investments Limited)
	Mr. Prosenjit Gupta	Dr. Hardik Joshipura
Place: Pune,	Director	Managing Director & CEO
Date: May 29, 2026	(DIN: 10278007)	(DIN: 09392511)