Inventurus Knowledge Solutions Ltd Directors Report

To,

The Members,

Inventurus Knowledge Solutions Limited

The Directors of Inventurus Knowledge Solutions Limited (the "Company” or "IKS”) present their Report along with the audited financial statements (standalone and consolidated) for the financial year ("FY”) ended March 31, 2025.

Financial highlights

The summary of the Companys financial performance, both on a standalone and consolidated basis, for FY 2024-25 as compared to the previous FY 2023-24 is as under:

(INR in Mn)

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	26,639.94	18,179.28	9,730.83	8,726.91
Other Income	389.98	400.10	153.17	328.33
Total Income	27,029.92	18,579.38	9,884.00	9,055.24
Changes in inventories of stock-in-trade	7.47	7.14	-	-
Employee Benefit expenses	14,946.06	9,618.86	4,321.99	3,883.81
Other expenses	3,989.29	3,350.31	1,144.63	904.82
Depreciation and amortization expenses	1,126.63	585.45	288.58	216.34
Finance Cost	897.65	600.94	109.08	153.25
Total Expenses	20,967.10	14,162.70	5,864.28	5,158.22
Profit before Exceptional items and Tax	6,062.82	4,416.68	4,019.72	3,897.02
Exceptional Items	-	-	-	-
Profit Before Tax	6,062.82	4,416.68	4,019.72	3,897.02
Tax Expenses	1202.23	711.82	700.24	527.93
Current Tax	1247.55	905.74	700.22	694.00
Deferred Tax	(45.32)	(193.92)	0.02	(166.07)
Profit for the year	4,860.59	3,704.86	3,319.48	3,369.09
Other Comprehensive Income/(loss)	681.61	1,125.43	(44.86)	57.34
Total Comprehensive Income for the year	5,542.20	4,830.29	3,274.62	3,426.43
Earnings per Equity Share
Basic	29.20	22.37	19.94	20.34
Diluted	28.62	22.15	19.54	20.14

For a detailed analysis of financial performance, please refer to the “Management Discussion and Analysis" Section, forming part of this Annual Report.

Material changes and commitments affecting the financial position of the company

There have been no material changes and commitments affecting the financial position of the Company, which occurred between the end of FY 2024-25 to which the financial statements relate and the date of this Annual Report.

Transfer to reserves

During the year under review, the Company has not transferred any amount to the reserves.

Financial performance

On a consolidated basis, the revenue for FY 2024-25 was INR 26,639.94 Million, higher by 46.54 percent over the previous years revenue of INR 18,179.28 Million. The PAT attributable to shareholders for the FY 2024-25 was INR 4,860.59 Million registering a growth of 31.19 percent over the PAT of INR 3,704.86 Million in FY 2023-24.

On a standalone basis, the revenue for FY 2024-25 was INR 9,730.83 Million, higher by 11.50 percent over the previous years revenue of INR 8,726.91 Million in FY 2023-24. The PAT attributable to shareholders in FY 2024-25 was INR 3,319.48 Million registering a reduction of 1.47 percent over the PAT of INR 3,369.09 Million in FY 2023-24.

Review of business and operations, the state of affairs of the company

Your Company is a care enablement platform assisting clinician enterprises in the United States of America ("US” or "USA”), Canada and Australia, with a focus on the US markets. Your Company is a leading partner for outpatient and inpatient care organizations, helping them perform effectively for better clinical, financial, and organizational outcomes. There is a growing recognition of the increasing number of tasks that physicians must perform in the course of their practice, but which do not contribute to creating differentiated value. With the evolution and consolidation of the healthcare industry, your Company provides solutions that address these increasing tasks, or ‘chores, and enables healthcare delivery enterprises to focus on their core focus of healthcare, by taking over chores that are necessary to manage their business. Your Company does this through a strategic blend of pragmatic technology and global human capital with the aim of enabling these enterprises deliver better, safer and more cost-effective care, leveraging our domain expertise. We offer a comprehensive platform that enables healthcare enterprises across inpatient and outpatient care.

Dividend

The Board of Directors did not recommend any dividend for the financial year ended March 31, 2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) is available on the Companys website at https:// ikshealth.com/ir/policies/dividend-distribution-policy.pdf

Listing on stock exchanges

A highlight for the year under review was that the Company successfully launched an Initial Public Offer ("IPO”) through offer for sale ("OFS”) of 18,795,510 equity shares of INR 1 each of the Company at offer price of 1329/- per equity shares ("Listing”).

The Companys IPO received an overwhelming response and was oversubscribed considerably, reflecting an investor appetite for the issue. The Company received listing and trading approvals from BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”) and the equity shares were listed on BSE and NSE on December 19, 2024 with a substantial gain compared to its offer price.

Your directors believe that the Listing would provide the right platform to take your Company to greater heights, enhance visibility and provide liquidity to the shareholders. We are gratified and humbled by the trust and faith shown in the Company by the market participants and all the investors.

Changes in share capital of the company Authorized Capital:

The Authorized Share Capital of the Company as on March 31, 2025 stood at INR 210 Mn divided into 210 MN equity shares of INR 1 each. There was no change in Authorized Share Capital of the Company during the year under review.

Issued, subscribed and paid-up share capital:

The Company allotted 688,496 equity shares of face value of INR 1 each at price of INR 824.22/- per equity share on May 14, 2024 by way of preferential issue through private placement.

Consequent to the aforesaid allotment of equity shares on a preferential basis through private placement, the paid-up share capital of the Company had increased from INR 170.88 Mn to INR 171.57 Mn.

During the year under review, apart from above, the Company has not:

i) issued any shares, share warrants, debentures, bonds, or any other convertible or non-convertible securities.

ii) issued equity shares with differential rights as to dividend, voting or otherwise.

iii) issued any sweat equity shares to its Directors or employees.

iv) made any change in voting rights.

v) reduced its share capital or bought back shares.

vi) changed the capital structure resulting from restructuring.

vii) failed to implement any corporate action.

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments during the year under review and the Company does not have any outstanding GDRs/ ADRs/Warrants or any convertible instruments.

The disclosure pertaining to the explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

Employee stock option scheme

The stock options granted to the employees of the Company/ its subsidiaries are currently operated through Employee Stock Option Plan 2022 (“ESOP 2022") and it is administered through Inventurus Employees Welfare Foundation, a Trust set-up by the Company for said the purpose. The objective of ESOP 2022 is to retain and attract key talent, replace current performance bonus with long-term incentive and to create wealth opportunities for employees.

The equity shares transferred under the ESOP 2022 pursuant to exercise rank pari-passu with the existing equity shares of the Company.

ESOP 2022 is being implemented in accordance with the provisions of the Companies Act, 2013 (“Act") and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations”). A certificate from the Secretarial Auditor of the Company confirming that ESOP 2022 has been implemented in accordance with the SEBI SBEB Regulations would be made available for electronic inspection by Members. Members can request the same by sending an email to company.secretary@ikshealth.com.

Statutory disclosures as mandated under the SEBI SBEB Regulations have been obtained. The same are available for electronic inspection by the Members and are also hosted on the website of the Company under the web link: https://ikshealth. com/investor-relations/.

Internal financial controls

The Company has put in place the policies and procedures to ensure that the system of Internal Controls including Internal Financial Controls are commensurate with the nature, size and complexities of the Companys business and operation and the same are adequate and operating effectively.

The Company has a system of Internal Financial Controls, which provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention and detection of errors and frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.

Based on the Boards evaluation, it was determined that the Companys internal financial controls are adequate and operated effectively during the FY 2024-25.

Internal audit

The Internal Auditors of the Company follow standards on Internal Audit along with guidelines issued by regulators and ensure compliance with Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended and notified from time to time.

The adequacy and effectiveness of internal controls system, compliance with internal and regulatory guidelines and risk management practices followed by the company are regularly tested and reviewed by the internal auditors. Internal Audit Reports and action taken reports thereon are reviewed by the Audit Committee and discussed. The Company believes that these systems provide reasonable assurance that the Companys internal controls, risk management and governance related systems and processes are adequate and are operating effectively as intended.

Loans, guarantee and investments by the company

Particulars of loans given, investments made or guarantees given are mentioned under the Notes to Accounts annexed to the financial statements for the year ended March 31,2025, and the same forms part of the Annual Report.

Subsidiaries/ joint ventures/ associate companies

As on March 31, 2025, the Company had 7 subsidiaries and the details are as under:

S,r. Particulars No.	Type
Indian companies
1. IKS Cares Foundation	Wholly-owned subsidiary
2. Aquity Solutions India Private Limited	Wholly-owned subsidiary
Foreign companies
3. Inventurus Knowledge Solutions Inc.	Wholly-owned subsidiary
4. Aquity Holdings Inc.	Wholly-owned subsidiary
5. Aquity Solutions LLC	Wholly-owned subsidiary
6. Aquity Solutions Australia Pty Ltd	Wholly-owned subsidiary
7. Aquity Canada ULC	Wholly-owned subsidiary

There are no associate or joint venture companies within the meaning of Section 2(6) of the Act. There has been no change in the nature of the business of the subsidiary companies during the year under review. There are no companies which have become or ceased to be subsidiaries and/ or associate of the Company during the FY 2024-25.

Details regarding the Material Subsidiaries of the Company are given in the Corporate Governance Report, which forms part of this Annual Report. The Companys Policy for determining material subsidiaries is available on the Companys website under the weblink: https://ikshealth.com/ir/policies/Policy-for- Determining-Material-Subsidiaries.pdf

The Consolidated Financial Statements of the Company have been prepared in accordance with Section 129(3) of the Act and form part of this Annual Report. Further, a separate statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1 is attached to the financial statements forming part of this Annual Report. The statement also provides details of the performance and financial position of each of the subsidiaries and associates.

The Financial Statements of the subsidiaries of the Company for the financial year ended March 31, 2025, are available on the website of the Company i.e. https://ikshealth.com/investor- relations/

Management discussion and analysis report

In line with Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report containing detailed analysis of your Companys performance.

Corporate social responsibility (“CSR”) initiatives

The Company and its subsidiaries strongly believe in creating a positive impact through the CSR space and it is our endeavor to deepen the same in the years to come.

The Companys CSR focus areas during the year under review were:

• promoting health care including preventive health care.

• Eradicating hunger, poverty and malnutrition.

• promoting gender equality, empowering women.

• training to promote nationally recognized sports, paralympic sports and Olympic sports.

• promoting education, including special education and employment enhancing vocation skills especially among children.

• socio economic development and relief and welfare of women.

The CSR Committee comprises three Directors viz., Ms. Theresa Stone as Chairperson, Mr. Sachin Gupta and Mr. Amit Goela as Members and as in accordance with Section 135 of the Act.

The Companys CSR Policy is available on the website of the Company at https://ikshealth.com/ir/policies/Corporate- Social-Responsibility-Policy-and-Composition-of-the-CSR- Committee.pdf

The Annual Report on CSR Activities of the Company pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, outlining the CSR policy, and the initiatives undertaken by the Company during the year under review is given in Annexure - 1 to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

a) Composition of the Board:

As on March 31, 2025, the Board of Directors of the Company comprised of nine (9) Directors out of which one (1) is Executive Director, five (5) are Non-executive Non-Independent Directors (including two (2) Nominee Directors), three (3) are Independent Directors including one (1) Independent Woman Director. The complete list of Directors of the Company is provided in the Corporate Governance Report, which forms part of this Annual Report.

The Board composition is in compliance with the requirements of the Act and the Listing Regulations. The Board Diversity Policy is available on the Companys website under the web link: https://ikshealth.com/ir/ policies/Board-Diversity-Policy.pdf. The Board is of the opinion that the Independent Directors of the Company are persons of integrity with requisite expertise and experience (including proficiency).

b) Cessation

During the year under review, Dr. Mary Klotman - Independent Director, stepped down from the post of Independent Director with effect from November 10, 2024.

c) Appointment:

During the year under review, the Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC”) approved the appointment of:

i) Dr. Mary Klotman as Additional Director (nonexecutive non-independent) with effect from November 11, 2024.

ii) Ms. Theresa Stone as Additional Director (Non-executive - Independent) for a period of five years with effect from November 20, 2024 to November 19, 2029.

Subsequently, the Members approved their appointment on March 11, 2025 by way of postal ballot via remote e-voting. Details of the same are provided in the Report of Corporate Governance, forming part of this Annual Report.

In the opinion of the Board, Ms. Theresa Stone and Dr. Mary Klotman bring on board the required experience, integrity, expertise, and relevant proficiency which will add tremendous value to the Board in exercising their role effectively.

The requisite declarations and eligibility confirmations under the provisions of the Act and Listing Regulations were received from Ms. Theresa Stone for considering her appointment as Independent Director.

d) Directors liable to retire by rotation

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Utpal Sheth (DIN - 00081012) - Non-executive Director and Mr. Joseph Benardello (DIN - 01672013) - Non-executive Director, are liable to retire by rotation at this Annual General Meeting (“AGM”) and being eligible, have offered themselves for reappointment.

Brief resume, nature of expertise, details of directorships held in other Companies and other relevant information about Mr. Utpal Sheth and Mr. Joseph Benardello as stipulated under Secretarial Standard 2 and Regulation 36 of Listing Regulations, is appended as an Annexure to the Notice of AGM.

Key mangerial personnel (KMP):

As on March 31, 2025, Mr. Sachin Gupta, Whole-time Director, Ms. Nithya Balasubramanian, Chief Financial Officer and Mr. Sameer Chavan, Company Secretary and Compliance Officer were the KMPs pursuant to provision of Sections 2(51) and 203 of the Act and Rules made thereunder.

Appointment and Cessation of KMP

Mr. Ananda Kumar Prabhakaran ceased to be the Chief Financial Officer of the Company with effect from May 14, 2024 and Ms. Nithya Balasubramanian was appointed as the Chief Financial Officer of the Company with effect from May 15, 2024.

Mr. Sachin Gupta, KMP of the Company, also draws remuneration from Inventurus Knowledge Solutions, Inc., a wholly-owned subsidiary of the Company, as its Chief Executive Officer. Ms. Nitya Balasubramanian also draws remuneration from Aquity Solutions India Private Limited, a wholly-owned subsidiary, as its Whole-time Director and Chief Financial Officer.

Meetings of board of directors

During the year under review, the Board met fourteen (14) times. The details of the meetings are given in the Corporate Governance Report, which forms part of this Annual Report.

Evaluation of the performance of the board

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of certain criteria such as the board composition, effectiveness of Board processes, knowledge, experience, competency etc. of the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of certain criteria such as the functions and duties, composition of committees, effectiveness of committee meetings and procedures, etc.

The Board reviewed the performance of individual Directors on the basis of certain criteria such as the contribution of the individual Director to the Board and Committee Meetings in the form of participation in the deliberations and providing constructive contribution like preparedness on the issues to be discussed, meaningful and constructive contribution, deliberation and inputs in meetings, etc. The Board noted that the overall evaluation was positive and the Board as a whole comprised of qualified and experienced directors functioning cohesively as a team.

In a separate meeting of Independent Directors, performance of the Non-Independent Directors and the Board as a whole and Committees of the Board was evaluated. Additionally, they also evaluated the Chairperson of the Board, taking into account the views of the Executive and Non-executive Directors. The Board also assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluation was then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Declaration by independent directors

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Act, that he/ she meets the criteria of independence laid down in Section 149(6) of the Act and under the Listing Regulations.

In terms of Regulation 25(9) of the Listing Regulations, based on the annual confirmations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the criteria of Independence as specified under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and are Independent of the management.

Further, the Board is satisfied with the integrity, expertise, experience and proficiency of the Independent Directors of the Company.

All the Independent Directors of the Company have registered themselves on the Independent Directors Databank mandated by the Indian Institute of Corporate Affairs as per the requirements of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Familiarization programme for the independent directors

The Company familiarizes its Directors including Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company and also on certain Regulatory updates, etc., through various programmes. These include an orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

The Whole-time Director apprises the Directors regarding the business affairs of the Company on a regular basis. In addition, the Senior Management of the Company interacts regularly with the Directors both individually and collectively at the Board and Committee Meetings of the Company.

The above initiatives help the Directors to understand and keep themselves updated about the Company, its business and the regulatory framework in which the Company operates and equip themselves to effectively fulfil their role as Directors of the Company.

Details of the Familiarization Programme are provided in the Corporate Governance Report, which forms part of this Annual Report and are also available on the website of the Company i.e. https://ikshealth.com/investor-relations/.

Independent directors meeting

During the year under review, in compliance with the provisions of the Act and Regulation 25 of the Listing Regulations, a separate Meeting of Independent Directors of the Company was held without the presence of Non-Independent Directors and Members of the Management, inter-alia, to review the following:

1. Performance of the Chairperson

2. Performance of Independent and Non- Independent Directors, and

3. Performance of the Board as a whole and its Committees

They also assessed the quality, quantity and timeliness of flow of information between the Management and the Board. All Independent Directors were present at the said Meeting.

Nomination and remuneration policy

The Nomination and Remuneration policy formulated pursuant to Section 178 of the Act and the Listing Regulations, inter alia sets guiding principles for the NRC for:

a) Identifying persons, who are qualified to become Directors (executive and non-executive) and persons, who may be appointed as KMP and other employees in senior management position in accordance with the criteria laid down;

b) Identifying the criteria for determining qualifications, positive attributes and independence of a director;

c) Recommending to the Board the appointment and remuneration of Directors, KMPs and other employees in senior management position;

d) Specifying the manner for effective evaluation of performance of the Board, Directors, KMPs and persons

in senior management positions to be carried out either by the Board, by the Committee or by an independent external agency.

The Nomination and Remuneration Policy is hosted on the website of the Company at https://ikshealth.com/ir/policies/ Nomination-and-Remuneration-Policy.pdf

The details of the managerial remuneration for FY 2024-25 are provided in the Corporate Governance Report.

Committees of the board

As of March 31, 2025, the Board has 5 Committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders Relationship Committee.

During the year under review, all recommendations of the Committees of the Board, have been accepted by the Board.

A detailed note on the composition of the Board and its Committees, its meetings held during the FY 2024-25, attendance of the Directors at each meeting and terms of reference of all Committees is provided in the Corporate Governance Report, which forms part of this Annual Report.

Risk management

The Company has put in place a Policy for identification of internal and external risks including financial, operational, sectoral, information, cyber security, people, infra risks and any other risks as may be determined by the Risk Management Committee/Board. The Policy details the measures for risk mitigation, including systems and processes for internal control of identified risks and business continuity planning.

Internal Audits monitor and conduct periodic evaluations of risk management, internal control and compliance activities to ensure the adequacy of risk controls and appropriate risk governance. The Board and the Risk Management Committee of the Company are entrusted with the responsibility to review, assess and oversee the implementation of risk management policies and practices.

During the year under review, the Risk Management Committee has not identified any element of risk, which in its opinion, may threaten the existence of the Company. The Companys internal control systems are commensurate with the nature of its business, size and complexity of its operations.

Related party transactions

All contracts/arrangement/transactions entered by the Company during the FY 2024-25 with the related parties were in compliance with the applicable provisions of the Act and the Listing Regulations. Omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the Audit Committee on a quarterly basis.

During the year under review, all contracts/arrangements/ transactions entered into by the Company with related parties were in ordinary course of business and on an arms length basis. None of the transactions required members prior approval under the Act or the Listing Regulations. There were no material related party transactions by the Company during financial year 202425. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

The Company has also put in place necessary mechanism and has formulated a policy on materiality of related party transactions and on dealing with related party transactions, in line with the requirements of Regulation 23 of the Listing Regulations. This Policy provides a framework to ensure proper identification, approval, and subsequent modification of the Related Party Transactions and the said policy is available on the website of the Company at https://ikshealth.com/ir/policies/Policy-on- Materiality-of-Related-Party-Transactions.pdf.

Members may refer to Notes of the Standalone Financial Statements which sets out related party disclosures pursuant to Indian Accounting Standard(“ind AS").

Annual return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for financial year ended March 31, 2025 is available on the Companys website at https://ikshealth.com/ investor-relations/.

Particulars of energy conservation, technology absorption, expenditure on research and development, foreign exchange earnings and outgo

Conservation of Energy

• The Company continues its efforts to improve methods of energy conservations and utilization.

• The Company has framed organization rules in a way to conserve energy as much as possible and are in constant to conserve the same.

• The Company has not made any capital investment on energy conservation equipment.

Technology absorption

• The Company has installed the best quality equipment so as to use the technology in the most economical way.

• The Company has not imported any technology during the year under review.

The Company has not incurred any expenditure on research and development during the year under review.

Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange earnings of the Company were INR 9,730.83 Mn whereas there was no foreign exchange outgo.

Vigil mechanism

Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has formulated a Vigil Mechanism/ Whistle Blower Policy for Directors and Employees of the Company to facilitate responsible and secure reporting of genuine concerns providing adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism is overseen by the Audit Committee and the same is available on the website of the Company i.e. https:// ikshealth.com/ir/policies/Whistle-Blower-Mechanism-Policv.pdf.

For further details on the Whistle Blower Policy, please refer to the Corporate Governance Report forming part of this Annual Report.

Human resources

Your Directors believe that the key to the success of any Company are its employees. Your Company has a team of abled and experienced professionals, whose dedicated efforts and enthusiasm has been an integral part of your Companys growth. Your Directors would like to place on record their deep appreciation of their continuous effort and contribution to the Company.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 disclosing ratio of the remuneration of each director to the median employees remuneration and such other details is appended as "Annexure-2”.

A statement containing the names of top 10 employees, in terms of their remuneration, in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this report. The said statement is not being sent along with this annual report to the members of the Company. In terms of Section 136 of the Act, the said information will be available for inspection by Members in electronic mode. Members can inspect the same by sending an e-mail to the Company at company.secretary@ikshealth.com.

Prevention of sexual harassment of women at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment at the workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee as per the provisions of the said POSH Act to inquire into complaints of sexual harassment and recommend appropriate action.

During the year under review, 13 out of 13 complaints of sexual harassment received were resolved.

Audit and auditors

• Statutory Auditors and Statutory Auditors Report

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration no.: 012754N/N500016) were appointed as the Statutory Auditors of the Company at the AGM held on August 19, 2022 to hold office for a consecutive term of five years, until conclusion of the 21st AGM.

The Report given by M/s. Price Waterhouse Chartered Accountants LLP on the financial statements of the Company for the financial year ended March 31,2025 does not contain any qualification, reservation, adverse remarks or disclaimer. The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation. Further, pursuant to Section 143(12) of the Act, the Auditors of the Company have not reported any instances of fraud committed by its officers or employees.

• Secretarial Auditors and Secretarial Audit Report

M/s. Suman Surekha & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company under the provisions of Section 204 of the Act for the FY 2024-25. The Report of secretarial auditors is annexed to this report as Annexure - 3. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

The Board at its meeting held on May 15, 2025, approved the appointment of M/s Manish Ghia & Associates, Company Secretaries, (Firm Registration Number - P2006MH007100) for audit period of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to approval of the shareholders.

• Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Suman Surekha & Associates, Practicing Company Secretaries.

Corporate governance report

The Corporate Governance Report as stipulated under Regulation 34(3) of the Listing Regulations forms an integral part of this Annual Report. The requisite certificate from M/s. Suman Surekha & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is attached to the Corporate Governance Report.

Compliance with secretarial standards

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No material orders have been passed by any regulators or courts or tribunals, which would impact the going concern status and the Company.

Other disclosures

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions related to these matters during the year under review.

• Details relating to deposits covered under Chapter V of the Act,

• Issue of equity shares with differential rights as to dividend, voting or otherwise, sweat equity shares;

• Provisions relating to maintenance of cost records as specified by Central Government under Section 148 of the Act;

• Proceeding pending with National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016;

• Instance of one-time settlement with any Bank or financial institution;

• Change in nature of business of the Company during the year;

• Transfer of any amount to Investor Education and Protection Fund;

• Defaulted in repayment of loans from banks and financial institutions;

• Provisions related to unclaimed dividend in the previous years;

Further, as the equity Shares of the Company were listed on BSE and NSE w.e.f December 19, 2024 the requirement with respect to Business Responsibility and Sustainability Report under Listing Regulations shall become applicable with effect from April 1, 2025 and the report on it will be part of the Annual Report of financial year 2025-26.

Directors responsibility statement

Based upon the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial

Auditors, and the reviews performed by the Management and the relevant Board Committees, including the Audit, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the FY 2024-25.

Pursuant to the requirements of Section 134 of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

I. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. accounting policies have been selected 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 and of the profit of the Company for the financial year ended on that date;

III. proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the annual accounts have been prepared on a going concern basis;

V. proper internal financial controls laid down by the Directors are followed by the Company and that such internal financial controls are adequate and operating effectively; and

VI. proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Cautionary statement

Statements in this Report and the Management Discussion & Analysis describing the Companys objectives, projections, estimates, expectations or forecasts may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in the statement. Important factors that could influence the Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in government regulations, tax laws, economic developments within the country and other incidental factors.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, financial institutions, customers, vendors and members during the year under review. Your Directors place on record their appreciation for the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board of Directors of

Inventurus Knowledge Solutions Limited

Berjis Desai

Chairman

DIN: 00153675

Place: Mumbai

Date: May 15, 2025