Directors Report of Innova Captab Ltd.

Mar 31, 2025

The Board of Directors (“the Board") of the Company is
pleased to present the 21^st Annual Report of Innova Captab
Limited (“the Company" or “Innova") along with the Audited
(Standalone and Consolidated) Financial Statements for
the Financial Year (“FY") ended 31 March 2025 (hereinafter
referred as “FY 2025" or “during the year"). We appreciate
the continued support and confidence of our shareholders.
Your trust motivates us to work hard and focus on delivering
steady progress and value.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company for
FY 2025 are prepared in accordance with the relevant
applicable Indian Accounting Standards (“Ind AS")
and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing
Regulations") and the provisions of the Companies
Act, 2013 (“Act").

The table below sets forth the key financial parameters
of the Company''s performance during the year under
review:

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from Operations	9,580.61	8,649.29	12,436.76	10,813.05
Other Income	167.75	107.18	120.45	124.89
Total Income	9,748.36	8,756.47	12,557.21	10,937.94
Total Expenses	8,549.45	7,819.49	10,847.05	9,642.65
Profit Before Tax	1,198.91	936.98	1,710.16	1,295.29
Total Tax Expenses	304.21	255.37	427.58	351.84
Profit for the year	894.70	681.61	1,282.58	943.45

2. REVIEW OF OPERATIONS AND STATE OF THE
COMPANY''S AFFAIRS:

Standalone Performance

During the year under review, on standalone basis,
revenue from operations increased by 10.8% to
'' 9,580.61 million in FY 2025 from '' 8,649.29 million
in FY 2024. This growth was mainly influenced by
volume growth through better capacity utilization.
The EBITDA increased to '' 1,390.74 million from
'' 1186.88 million, demonstrating a growth of 17.2%.

The profit for FY 2025 was at '' 894.70 million,
increasing by 31.3% from '' 681.61 million in FY 2024,
as a result of increased EBITDA complemented by
savings in finance cost.

Consolidated Performance

During the year under review, on consolidated basis,
revenue from operations increased by 15.0% to
'' 12,436.76 million in FY 2025 from '' 10,813.05
million in FY 2024. This growth was mainly due to
better capacity utilization and volume growth across
the entities.

The EBITDA increased by 18.7% to '' 1,982 million. The
EBITDA margin also showed improvement to 15.9% in
FY 2025 from 15.4% in FY 2024 primarily on account of
better gross margin.

The profit for FY 2025 was at '' 1282.58 million,
increasing by 35.9% from '' 943.45 million in FY 2024,
as a result of increased EBITDA and savings in finance
cost due to repayments of borrowings post IPO.

Business areas

A. CDMO Business

The Contract Development and Manufacturing
Organization (“CDMO") business continued
to be the largest business area, contributing
approximately 53.1% to the total revenue.
Revenue from this business stood at '' 6,598.88
million in FY 2025, compared to '' 6,217.58
million in the previous year. Long-standing
client relationships remain a cornerstone of this
success, with almost 80% of revenue coming from
clients we have served for more than five years.
We continue to strengthen these partnerships,
now serving 200 clients, including some of
the top pharmaceutical companies in India. Our
offerings span a diverse range of formulations,
including oral solids, injectables, and complex
dosage forms. Our product offerings increased
to 3,300 from 2,900 last year.

B. Domestic Branded Generics

The Company''s domestic formulations business
is driven by Univentis Medicare Limited, is wholly
owned subsidiary, which continues to strengthen
its position in the Indian pharmaceutical market.
With a reliable network of 6,000 distributors
and access to 220,000 touchpoints nationwide
which ensure that our high-quality, affordable
medicines are available across various regions.
The product basket we offer has expanded to
750 products as compared to 600 last year.
In FY 2025, it posted year-on-year impressive

revenue growth of 20.8%, generating '' 2,307.03
million in revenue, reaffirming its important role in
overall business results of the Company.

C. International Branded Generics

The International Branded Generics Business
registered impressive growth during the year,
with revenue rising to '' 1,562.84 million from
'' 1,252.85 million in FY 2024, reflecting a year-
on-year increase of 24.7%. This business area
now accounts for approximately 12.6% of the
total revenue. The Company''s foray into regulated
markets such as the United Kingdom and Canada,
combined with increased penetration across
emerging markets, has positioned us well for
sustained double-digit growth in this business.
Company''s branded generics portfolio is now
expanded to 30 countries, underscoring our
growing global presence and regulatory credibility.

D. Sharon

FY 2025 marked the first full year of integration
following the acquisition of Sharon Bio-Medicine
Limited in June 2023. Revenue from Sharon
grew to '' 1,968.01 million in FY 2025, compared
to '' 1,432.73 million in the prior year post
acquisition on 30 June 2023, contributing 15.8%
to our consolidated revenue from operations.
Through careful integration, cost optimization
and alignment of operations, we have enhanced
profitability and unlocked synergies across
the broader Innova platform. Sharon also
strengthens Company''s capability mix with its
formulation and API manufacturing, aligned with
global quality standards.

3. TRANSFER TO RESERVES:

During FY 2025, the Company has not transferred
any amount to Reserves. The Board of Directors
has decided to retain the entire amount of profit for
FY 2025 and re-invest the profits back into the
Company to support its growth objectives.

4. DIVIDEND:

With a purpose to allocate capital towards strategic
expansion initiatives and in order to conserve the
resources for the future business requirements
of the Company, the Directors have decided not
to recommend any dividend for the FY 2025 and
this decision aligns with Company''s commitment
to sustainable growth and maximizing long-term
shareholder value. The rationale for this approach has
been detailed as under:

Funding High-Impact Expansion Projects

The Company is at a pivotal juncture, with
opportunities to expand its operational footprint,
enhance product offerings and enter high-growth
markets. Key expansion initiatives may include
acquisitions / operational scale-up / geographic
expansion.

These projects require significant capital investment.
By retaining earnings, the Company can fund these
initiatives internally, reducing reliance on external
financing such as debt or equity issuance, which may
dilute shareholder value or increase financial risk.

Enhancing Long-Term Shareholder''s Value

While dividend provide immediate returns, reinvesting
profit into high-return projects is expected to yield
greater value over time. Expansion initiatives are
projected to increase revenue and profitability and
strengthen competitive positioning of the Company
while enhancing the long-term shareholder''s value.

Financial Prudence and Flexibility

Withholding dividend strengthens the balance sheet,
providing liquidity for expansion, risk mitigation
towards any unforeseen economic downturn and
lower financing costs.

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations"), the Company
adopted the Dividend Distribution Policy setting out
the broad principles for guiding the Board and the
management in matters relating to declaration and
distribution of dividend and the same is available on
the website of the Company at https://innovacaptab.
com/docs/Dividend%20distribution%20policy.pdf

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount
of unpaid/unclaimed dividend or any other amount
to the Investor Education and Protection Fund during
the year under review.

6. SHARE CAPITAL:

As on 31 March 2025 the Authorized Share Capital
of the Company is '' 660,000,000.00 (Rupees Six
Hundred Sixty million Only) consisting of:

1. 64,000,000 (Sixty-Four million) Equity Shares of
'' 10.00 each and

2. 2,000,000 (Two million) Preference Shares of
'' 10.00 each

The Paid-up Share Capital of the Company is
'' 572,249,290.00 (Rupees Five Hundred Seventy-Two
Million, Two Hundred Forty-Nine Thousand and Two
Hundred Ninety only) divided into 57,224,929 equity
shares of face value of '' 10.00 each.

During the year under review, no change occurred in
the Capital Structure of the Company.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES:

As on 31 March 2025 the Company had three (3)
subsidiaries and there has been no material change in
the nature of business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the
Act read with Rule 5 of Companies (Accounts) Rules,
2014, a statement containing the salient features of
Financial Statements of the Company''s subsidiary(s)
and their contribution to the overall performance
of the Company in Form No. AOC-1 is appended as
Annexure-A to the Board''s Report.

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on the
Company''s website and can be accessed at https://
innovacaptab.com/docs/Policy%20determining%20
material%20Subsidiaries.pdf
There are no Associate Companies or Joint Venture
Companies within the meaning of Section 2(6) of the
Companies Act, 2013 (“Act").

The Financial Statement of the Subsidiary Companies has
been prepared and consolidated with the Company and
forms an integral part of this Report.

The Consolidated Financial Statements of the Company are
prepared in accordance with Indian Accounting Standards
notified under the Companies (Indian Accounting
Standards) Rules, 2015 (“Ind AS") and forms an integral part
of this report.

Further, pursuant to the provisions of Section 136 of
the Act, the Standalone and Consolidated Financial
Statements of the Company along with relevant
documents and separate Audited Financial Statements
in respect of subsidiaries, are available on the website
of the Company at https://innovacaptab.com/investor-
Resources.php

8. CHANGE IN THE NATURE OF BUSINESS OF THE
COMPANY:

During the year under review, there was no change in
the nature of business of the Company.

9. KATHUA, JAMMU MANUFACTURING UNIT:

The Company has successfully commissioned a
new greenfield facility in Kathua, Jammu during the
FY 2025 w.e.f. 14 January 2025 and same has been
intimated to the Stock exchanges vide letter dated
14 January 2025.

Total project cost for the Jammu Facility was
'' 4,874.30 million. The facility comprises of four
dedicated manufacturing blocks - Penam, Penicillin,
Cephalosporin and General injectables. While
Cephalosporin is an expansion to Company''s current
product offerings, Penam and Penicilin are new to
the basket. Also, from the General block we have
introduced new dosage forms being injectables i.e.
large & small volume parenterals and respules. The
Company is also poised to benefit from the Central
Government''s ''New Central Sector Scheme'' which
offers GST linked incentives of 300% investment made
in eligible Plant & Machinery, available over a period
of ten years and capital interest subvention of 6% per
annum on loan availed on eligible Plant & Machinery.
With this expansion, the Company, at a consolidated
level, now has total five facilities comprising of nine
independent manufacturing blocks.

10. PUBLIC DEPOSITS:

During the year under review, the Company has not
accepted any deposits within the meaning of Section
73 and 76 of the Companies Act 2013, read with
Companies (Acceptance of Deposits) Rules, 2014. As
on 31 March 2025 there were no deposits lying unpaid
or unclaimed.

11. CREDIT RATING:

The Company''s financial discipline and prudence
is reflected in the strong credit ratings by rating
agencies. The details of credit ratings are disclosed in
the Corporate Governance Report which forms part of
this Annual Report.

12. DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGERIAL PERSONNEL:

1. Board of Directors:

The Board is central to the Company''s corporate
governance framework and remains committed
to upholding sound governance practices. It plays
an essential role in overseeing management to
ensure that the interest of members and other
stakeholders are addressed in both the short-and
long-term.

The composition of the Board is in conformity with Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015 which, inter alia, stipulates that the Board should
have an optimum combination of executive and non-executive directors. The composition of Board of Directors
are as follows:

2. Change in Key Managerial Personnel (“KMP"):

During the year under review, there has been no change in the Key Managerial Personnels (“KMP") of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (“KMP") of the Company as on
the date of this report are:

Name of the Director	Designation
Mr. Manoj Kumar Lohariwala	Chairman and Whole-Time Director
Mr. Vinay Lohariwala	Managing Director
Mr. Jayant Vasudeo Rao	Whole-Time Director
Mr. Archit Aggarwal	Non-Executive - Non-Independent Director
Mr. Sudhir Kumar Bassi	Non-Executive - Independent Director
Ms. Priyanka Dixit Sibal	Non-Executive - Independent Director
Mr. Mahendar Korthiwada	Non-Executive - Independent Director
Mr. Shirish Gundopant Belapure	Non-Executive - Independent Director

Name of the Key Managerial Personnel	Designation
Mr. Manoj Kumar Lohariwala	Chairman and Whole-Time Director
Mr. Vinay Lohariwala	Managing Director
Mr. Jayant Vasudeo Rao	Whole-Time Director
Mr. Lokesh Bhasin	Chief Financial Officer
Mr. Mukeshkumar Siyaram Singh	Key Managerial Personnel
Ms. Neeharika Shukla	Company Secretary and Compliance Officer

The Board of Directors of the Company is led
by the Chairman and comprises of Eight (8)
Directors, consisting of Two (2) Whole-Time
Directors, One (1) Managing Director, Four (4)
Non-Executive Independent Directors (including
One (1) Woman Independent Director) and One
(1) Non- Executive Non-Independent Director.
The details of the Board and Committee
composition, tenure of directors, areas of
expertise and other details are available in the
Corporate Governance Report which forms part
of this Annual Report.

Pursuant to the provisions of Section 149 of the
Act and Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations),
the Independent Directors have submitted
declarations stating that each of them fulfils
the criteria of independence as provided in
Section 149(6) of the Act along with rules framed
thereunder and Regulation 16(1 )(b) of the SEBI
Listing Regulations. There has been no change
in the circumstances affecting their status as
Independent Directors of the Company. In the
opinion of the Board, the Independent Directors
are competent, experienced, proficient and
possess the necessary expertise and integrity
to discharge their duties and functions as
Independent Directors. The Independent Directors
of the Company have undertaken requisite steps
towards the inclusion of their names in the data
bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs.

3. Appointment and Resignation of Senior Managerial Personnel (“SMP"):

During the year under review, there has been no change in the Senior Managerial Personnel (“SMP") of the
Company.

The Senior Managerial Personnel (“SMP") of the Company as on the date of this report are:

Name of the Senior Managerial Personnel	Designation
Mr. Jayant Vasudeo Rao	Whole-Time Director
Mr. Lokesh Bhasin	Chief Financial Officer
Mr. Mukeshkumar Siyaram Singh	Key Managerial Personnel
Ms. Neeharika Shukla	Company Secretary and Compliance Officer

None of the Company''s Directors are disqualified
from being appointed as a director as specified
in Section 164 of the Act. All Directors have
further confirmed that they are not debarred
from holding the office of a director under any
order from SEBI or any other such authority.

In accordance with the provisions of Section 152
of the Act and the Articles of Association of the
Company, Mr. Archit Aggarwal (DIN: 08127356),
Non-Executive-Non-Independent Director of
the Company, retires by rotation at the ensuing
Annual General Meeting (“AGM") and being
eligible, has offered himself for re-appointment.
In compliance with Secretarial Standard-2, the
brief resume, expertise and other details of
Mr. Archit Aggarwal is given in the notice
convening this AGM. Based on the
recommendations of the Nomination and
Remuneration Committee of the Company, the
Board has recommended his reappointment as
Director at the ensuing AGM.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company,
other than sitting fees, reimbursement of
expenses incurred by them for the purpose
of attending meetings of the Board and its
Committees or other Company events and any
other transactions as approved by the Audit
Committee or the Board which are disclosed
under the Notes to Accounts of Financial
Statements. For more details about the Directors,
please refer to the Corporate Governance Report.

13. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION:

The Company on recommendation of its Nomination
and Remuneration Committee has laid down a
Nomination and Remuneration Policy, in compliance
with Section 178(3) of the Companies Act, 2013 read
with the Rules made therein and Regulation 19(4) read
with Part D of Schedule II of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
Listing Agreement entered with the Stock Exchanges
(as amended from time to time).

The Company affirms that the remuneration paid
to the Directors are as per the terms laid out in the
Nomination and Remuneration Policy of the Company.
The Nomination and Remuneration Policy of the
Company for appointment and remuneration of
Directors, Senior Management Personnel including
criteria for determining qualifications, positive
attributes, independence of a Director and other
matters provided under sub-section (3) of Section
178 of the Companies Act, 2013 is available on the
Company''s website at https://innovacaptab.com/
docs/Nomination%20&%20Remuneration.pdf

14. PARTICULARS OF REMUNERATION:

The percentage increase in remuneration, ratio of
remuneration of each Director and Key Managerial

Personnel (“KMP") (as required under the Act) to
the median of employees'' remuneration, 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 set out in
Annexure-B of this report.

Details of employees'' remuneration as required under
provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be made available before
the Annual General Meeting in electronic mode to
any shareholder upon request sent at investors@
innovacaptab.com.

15. HUMAN RESOURCES AND EMPLOYEE RELATIONS:

The number of employees in the Company as on
31 March 2025 was 1,950. The Company places great
emphasis on ensuring gender diversity within the
organization, as at the financial year-end 3.44% of the
employees were female. The Company is putting in
efforts in this aspect to improve gender ratio.

The Company is committed to maintain a high level of
compliance with the applicable labour laws and has
implemented various policies and process to ensure
timely completion of all periodic labour compliances
and for monitoring and maintaining the status of
compliances on an on-going basis.

The Company is also pleased to announce that it has
implemented various initiatives for the benefit of its
employees, such as milestone/stage based project
management, leverage automation to streamline
operations and well-being initiatives viz. health &
fitness initiatives, employee engagement activities,
work-life balance via streamlined work timings,
monthly satisfaction surveys, employee training
& skill enhancement and rewards & recognition/
belongingness.

16. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, a
copy of the Annual Return is available on Company''s
website at https://www.innovacaptab.com/investor-
Resources.php#:~:text=View-.Annual%2QReturns.-%2B

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and
134(5) of the Companies Act, 2013, the Board of
Directors hereby state and confirm that:

a. i n the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures, if any:

b. we 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 of the Company for the period;

c. we have taken proper and sufficient care for
the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, to the extent applicable,
for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d. we have prepared the annual accounts on a
going concern basis;

e. we 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

f. we have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

18. NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS:

The Board meets at regular intervals to discuss and
decide on Company''s business policy and strategies
apart from other urgent business matters.

During the year under review, Five (5) meetings of the
Board of Directors were convened. The intervening
gap between two consecutive meetings was within
the maximum period mentioned under Section 173
of the Companies Act, 2013, Secretarial Standard on
Board Meetings (SS-1) and Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing
Regulations) as amended from time to time. The
detailed information on the meetings of the Board is
included in the Corporate Governance Report which
forms part of this Annual Report.

19. ANNUAL EVALUATION OF PERFORMANCE BY THE
BOARD, ITS COMMITTES AND OF INDIVIDUAL
DIRECTORS:

Pursuant to the applicable provisions of the Act and
the SEBI Listing Regulations, the Board of Directors
has put in place a process to formally evaluate the
effectiveness of the Board along with performance
evaluation of each Director to be carried out on
an annual basis. The performance evaluation was
carried out by the Nomination and Remuneration
Committee in its meeting held on 19 March 2025.
The recommendations of the Committee were
subsequently considered by the Board at its meeting
held on 19 May 2025, thereby concluding the
performance evaluation process.

The evaluation was conducted via a questionnaire
containing qualitative questions with responses
provided on a rating scale. Evaluation was based on
criteria such as the composition of the Board and
its Committees, their functioning, communication
between the Board, its Committees and the
management of the Company and performance of the
Directors and Chairperson of the Board based on their
participation in effective decision making and their
leadership abilities.

The outcome of the performance evaluation as
carried out on the basis of the above mechanism
was discussed by the Nomination and Remuneration
Committee and the Board at their respective meetings
and noted the performance to be satisfactory and it
also reflected the commitment of the Board members
and its Committees to the Company.

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors
under Schedule IV of the Companies Act, 2013
and Regulation 25(3) of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate meeting

of the Independent Directors of the Company was held
on 19 March 2025 to review, among other things, the
performance of Non-Independent Directors and the
Board as a whole, evaluation of the performance of
the Chairman and the flow of communication between
the Board and the management of the Company.

21. COMMITTEES OF THE BOARD:

During the year under review, there were no change
in the composition of the Committees of the Board.
As on the date of this Report, the following are the
Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The composition of various Committees and meetings
held is detailed below:

a. AUDIT COMMITTEE:

The Audit Committee is duly constituted in
accordance with the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. The Audit Committee met
Four (4) times during the FY 2025. The Company
Secretary of the Company acts as a Secretary to
the Committee.

The details including composition of the Audit
Committee, terms of reference, attendance etc.,
are included in the Corporate Governance Report
which is a part of this Annual Report.

During the year under review, the Board has
accepted all recommendations of the Audit
Committee and accordingly, no disclosure is
required to be made in respect of non-acceptance
of any recommendation of the Audit Committee
by the Board.

b. NOMINATION AND REMUNERATION
COMMITTEE:

The Nomination and Remuneration Committee is
duly constituted in accordance with provisions
of Section 178 of the Companies Act, 2013 and
Regulation 19 of the Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Committee
met Two (2) times during the FY 2025.

The details including composition of the
Nomination and Remuneration Committee,
terms of reference, attendance etc., are included
in the Corporate Governance Report which is a
part of this Annual Report.

c. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Stakeholders'' Relationship Committee
was duly constituted as per the provisions
of Section 178(5) of the Companies Act,
2013 and Regulation 20 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Stakeholders'' Relationship Committee met
One (1) time during the FY 2025.

The details including composition of the

Stakeholders'' Relationship Committee, terms of

reference, attendance etc., are included in the
Corporate Governance Report which is a part of
this Annual Report.

d. CORPORATE SOCIAL RESPONSIBILITY (“CSR")
COMMITTEE:

The Corporate Social Responsibility (“CSR")

Committee is duly constituted in accordance with
the provision of Section 135 of the Companies
Act, 2013. The Corporate Social Responsibility
Committee met One (1) time during the FY 2025.
The details, including composition of the

Corporate Social Responsibility Committee,
terms of reference, attendance etc., are included
in the Corporate Governance Report which is a
part of this Annual Report.

e. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee was duly
constituted pursuant the provisions of the
Companies Act, 2013 and Regulation 21 of
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. The Risk Management
Committee met Two (2) times during the
FY 2025.

The Company has a well-defined Risk
Management Policy and framework which
sets out the objectives and elements of risk
management within the Company and helps to
promote risk awareness across the organization
and integrate risk management within the
corporate culture. The Risk Management Policy
inter-alia includes well defined risk management
roles within the Company, risk appetite and risk

India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Secretarial
Audit Report of the Material Unlisted Indian
Subsidiary(ies) of the Company for the FY
2025 as received from M/s. Jaspreet Dhawan
& Associates, Practicing Company Secretaries
and M/s. Prakul & Kunwarpreet LLP, Practicing
Company Secretaries, respectively is annexed as
Annexure-C and forms part of this report.
Pursuant to Regulation 24A of Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 and Master Circular No. SEBI/HO/CFD/
PoD2/CIR/P/0155 dated 11 November 2024,
issued by Securities and Exchange Board
of India, the Company has obtained Annual
Secretarial Compliance Report for the FY 2025,
from M/s Jaspreet Dhawan & Associates,
Practicing Company Secretaries on compliance
of all applicable SEBI Regulations and circulars /
guidelines issued thereunder and the copy of the
same has been submitted to the Stock Exchanges
on 15 May 2025.

Further, pursuant to Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations,
2024 dated 12 December 2024, the Board of
Directors have approved and recommended
the appointment of M/s Jaspreet Dhawan &
Associates, Peer Reviewed Firm of Practicing
Company Secretaries (FCS No. 9372, COP No.
8545) as the Secretarial Auditors of the Company
for a term of upto 5 consecutive years from the
conclusion of ensuing AGM till the conclusion
of AGM of the Company to be held in the Year
2029-30. The resolution seeking approval of
shareholders for the same is set out in the Notice
calling the 21^st Annual General Meeting of the
Company.

M/s. Jaspreet Dhawan & Associates have
consented to the said appointment and
confirmed that their appointment, if made, would
be within the limits specified in the Act & Rules
made thereunder and SEBI (LODR) Regulations,
2015 and as given in SEBI Circular No.: SEBI/
HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31
December 2024. They have further confirmed
that they are not disqualified to be appointed as
Secretarial Auditors in terms of disqualifications
in terms of provisions of the Act & Rules made
thereunder and SEBI (LODR) Regulations, 2015

tolerance capacity of the Company, identification
and assessment of the likelihood and impact of
risk, risk handling and response strategy and
reporting of existing and new risks associated
with the Company''s activities in a structured
manner. This facilitates timely and effective
management of risks and opportunities and
achievement of the Company''s objectives.

The Board, the Audit Committee and the Risk
Management Committee have the responsibility
for overseeing all risks. The Risk Management
Committee is, inter-alia, authorized to monitor
and review the risk assessment, mitigation and
risk management plans for the Company from
time to time and report the existence, adequacy,
and effectiveness of the above process to the
Board on a periodic basis.

The details including composition of the Risk
Management Committee, terms of reference,
attendance are included in the Corporate
Governance Report which is a part of this Annual
Report.

22. AUDITORS:

a) Statutory Auditors and Statutory Auditor''s
Report:

M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration Number 101248W/W-100022) were
re-appointed as Statutory Auditors of the
Company, for a term of five consecutive years
to hold office from the conclusion of 17^th Annual
General Meeting of the Company held on 30
November 2021 till the conclusion of 22^nd AGM
to be held in the FY 2026 at such remuneration
plus out of pocket expenses and applicable
taxes, as may be mutually agreed between the
Company and the Auditor.

Pursuant to Section 139 and 141 of the Act
and relevant Rules prescribed thereunder,
the Statutory Auditors have confirmed that
they are not disqualified from continuing as
Statutory Auditors of the Company. There were
no qualifications, reservations, adverse remarks
or disclaimers made by the Statutory Auditor
in their Report. The Notes to the Financial
Statements referred in the Auditor''s Report are
self-explanatory and therefore do not call for any
comments under Section 134 of the Companies
Act, 2013. The Auditor''s Report is enclosed with
the Financial Statements in this Annual Report.

b) Cost Auditors:

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 Company is
required to maintain Cost Records and have them
audited every year. Accordingly, the Company
has made and maintained the cost accounts and
records as required.

Based on recommendation of the Audit
Committee and approved by the Board,
M/s. Gurvinder Chopra & Co., Cost Accountant,
(Firm Registration Number 100260), are

appointed as the Cost Auditors of the Company
to carry out audit of the cost records of the
Company for the FY 2025.

The resolution seeking ratification of the
remuneration to the said cost auditors for the
FY 2026 is set out in the Notice calling the
21^st Annual General Meeting of the Company.
The Cost Auditors have confirmed that their
appointment is within the limits of Section
141 (3)(g) of the Companies Act, 2013 and that
they are not disqualified from appointment
within the meaning of Section 141(3) & (4) read
with proviso to Section 148(3) of the Act.

c) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. Jaspreet Dhawan
& Associates, Practicing Company Secretaries
(FCS No. 9372, C.P. No. 8545, Peer Review
S2009PB119300), were appointed as the
Secretarial Auditors to undertake the Secretarial
Audit of the Company for the FY 2025. The
Secretarial Audit Report in the prescribed
Form No. MR-3 of the Company received from
M/s. Jaspreet Dhawan & Associates, Practicing
Company Secretaries (FCS No. 9372) for the year
ended 31 March 2025 is annexed as Annexure-C
and forms part of this report.

There are no qualifications or observations or
adverse remarks or disclaimer of the Secretarial
Auditors in its Report.

As on 31 March 2025 the Company has 2
material subsidiary(ies) viz. Univentis Medicare
Limited and Sharon Bio-Medicine Limited.
Therefore, as per the requirement of Regulation
24A of Securities and Exchange Board of

and as mentioned in SEBI Circular No.: SEBI/
HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31
December 2024.

d) Internal Auditors:

Pursuant to the provisions of Section 138 of
the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, M/s. Goel Anish &
Associates, Chartered Accountants (Firm
Registration Number 036505N) were appointed
as the Internal Auditors to conduct the Internal
Audit for the FY 2025 of the Company.

23. MAINTENENCE OF THE COST RECORDS:

For the FY 2025, the provisions of Cost Audit as
specified by the Central Government under Section
148 of the Act read with the Rules framed thereunder,
were applicable to the Company. As per Section 148
of the Act read with the Companies (Cost Records
and Audit) Rules, 2014 the Company was required to
maintain cost records for the FY 2025 and accordingly,
such accounts and records are maintained.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY
AUDITORS:

Pursuant to Section 143(12) of the Companies Act,
2013, during the year under review there were no
frauds reported by the Statutory Auditors, Internal
Auditors, Cost Auditors and Secretarial Auditors of
the Company to the Audit Committee or the Board
of Director. Hence, there is nothing to report under
Section 134(3)(ca) of the Companies Act, 2013.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of the Company''s performance is
discussed in the Management Discussion and Analysis
for the year under review, as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, is available as separate section of this
Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Securities and Exchange Board of India (“SEBI"),
in May 2021, introduced new sustainability related
reporting requirements to be reported in the specific
format of Business Responsibility and Sustainability
Report (“BRSR"). Pursuant to the same, SEBI has
mandated top 1,000 listed companies, based on
market capitalization, to submit BRSR in the format
as specified by SEBI from time to time. The same is
available as separate section as a part of this Annual
Report.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

The Board has adopted the policies and procedures
for ensuring the orderly and efficient conduct of its
business, including adherence to Company Policies,
safeguarding of assets, prevention and detection of
frauds and errors, the accuracy and completeness
of the accounting records and timely preparation of
reliable financial disclosures.

The Audit Committee evaluates the efficiency and
adequacy of Financial Control System in the Company,
its compliance with operating systems, accounting
procedures at all locations of the Company and strives
to maintain a high Standard of Internal Financial
Control.

During the year under review, no material or serious
observation has been received from the Auditors of
the Company citing inefficiency or inadequacy of
such controls. An extensive internal audit was carried
out by M/s. Goel Anish & Associates, Chartered
Accountants and post audit reviews were also carried
out to ensure follow up on the observations made.

28. VIGIL MECHANISM POLICY:

The Company has adopted a Vigil Mechanism
and Whistle Blower Policy and has established a
vigil mechanism for directors and employees in
confirmation with Section 177 of the Act and the Rules
framed thereunder and Regulation 22 of the Listing
Regulations to report their concerns. For more details
on the Vigil Mechanism and Whistle Blower Policy,
please refer to the Corporate Governance Report.

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of
business operations and in order to maintain these
standards, the Company encourages the employees to
raise their genuine concerns without fear of criticism.
Therefore, Company has Vigil Mechanism and
Whistle Blower Policy and has established necessary
framework to protect genuine whistle blowers,
employees, third parties from any unfair treatment. A
report on the whistle-blower complaints, as received, is
placed on quarterly basis before the Audit Committee
for its review.

The Vigil Mechanism and Whistle Blower Policy is
available on the website of the Company at https://
innovacaptab.com/docs/Vigil%20%20Mechanism%20
&%2QWhistle%2QBlower%2QPolicy.pdf

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company believes that while the growth and
success of our business is our priority, we can reach

our greater goals only if we cater to the needs of the
communities where we operate. The Community
development involves implementing a long-term
plan to establish a supportive and lasting framework
for the progress of communities. As a result, the
Company''s approach to CSR extends beyond fulfilling
legal obligations and instead focuses on generating
social and environmental benefits.

The CSR committee of the Board oversees and guides
our CSR approach and deployment in line with the
CSR policy adopted by the Board. The CSR Policy
covers the focus/thrust areas around which the CSR
programs, projects and activities are planned for
creating a significant positive impact on targeted
stakeholder groups. During the year under review, the
CSR efforts of the Company continued to be directed
towards its focus areas in line with the Company''s
CSR Policy positively.

A brief outline of the Policy on Corporate Social
Responsibility is available on the website of the
Company at https://innovacaptab.com/docs/
Corporate%20Social%20Responsbility%20Policy.pdf
The Annual Report on CSR activities is enclosed as
Annexure-D.

30. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The Company consciously makes all efforts
to conserve energy across its operations. The
information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings
and Outgo as required under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished in Annexure-E and forms part
of this Annual Report.

31. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

I n accordance with the provisions of Section 186 of
the Act, the details of Loans, Guarantees given and
Investments made by the Company as on 31 March
2025 are provided in the notes to the accounts of the
Standalone Financial Statements which forms part of
this Annual Report.

32. DIRECTORS & OFFICERS LIABILITY INSURANCE:

The Company has in place the Directors & Officers
Liability Insurance (D&O) for all its Directors (including
Independent Directors) and Officers of the Company
in line with Regulation 25(10) of the SEBI Listing
Regulations.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

The Company has formulated a Policy on materiality
of related party transactions and dealing with related
party transactions and the same has been hosted on
Company''s website at https://innovacaptab.com/
investor-Resources.php

The Company has in place a robust process for
approval of Related Party Transactions and dealing
with Related Parties. As per Regulation 23 of the
SEBI Listing Regulations and Section 177 of the
Companies Act, 2013, all the applicable related party
transactions are placed before the Audit Committee
for their review and approval. Further, prior to entering
into related party transactions of repetitive nature and
in the ordinary course of business at an arms'' length
basis, omnibus approval of the Audit Committee is
obtained. Further, the Company has not entered into
any material related party transaction during the year
except with its wholly owned subsidiary. Accordingly,
the disclosure of related party transactions as
required under Section 134(3)(h) of the Act, in Form
AOC-2 is not applicable to the Company, since there
were no material transactions with related parties.

All the transactions entered during the financial year
under review with the related parties as referred to in
Section 188 of the Act were in the ordinary course of
the business and on the arm''s length basis and are
reported /stated in the Notes to the Accounts of the
Standalone Financial Statements of the Company
which forms part of this Annual Report.

34. MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY THAT OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Board of Directors of the Company had approved
the shifting of registered office vide Board Meeting
dated 19 May 2025 from existing registered office
601, Proxima, Plot No 19, Sector 30A Vashi, Navi,
Maharastra, Mumbai - 400705 to 1513, 15^th Floor, Satra
Plaza, CHS Ltd. Plot No. 19&20, Sector-19D, Vashi,
Navi Mumbai-400703, Maharashtra, India and there is
no impact on financial position of the Company due to
shifting of Registered Office.

No material changes or commitments affecting the
financial position of the Company occurred between

the end of the Financial Year to which these Financial
Statements relate and the date of this report, except
as disclosed in this Annual Report.

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONETIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company was not required to obtain this valuation
report.

36. DETAILS OF SIGNIFICANT MATERIAL ORDERS
PASSED BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATION IN FUTURE:

There are no significant material orders passed by the
Regulators / Courts / Tribunal which would impact
the going concern status of the Company or will have
bearing on Company''s operations.

37. RISK AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk
Management Policy and Business Continuity Plan to

• Identify the Risk

• Assessment of Risk

• Measurement and Control

• Continuous Assessment

• Risk mitigation process

A detailed exercise is carried out as per Business
Continuity Management (“BCM") and Standard
Operating Procedure (“SOP") designated by the
Board to identify, evaluate, manage and monitor
both business and non-business risk. In this regard,
the Company continues to exercise prudence on
its Strategic Risks, Regulatory Risks, Legal and
Secretarial Compliance Risks, Financials Risks,
Operational Risks, People Risks along with some
other risk which might affect business operation. The
Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same
through a properly defined framework. A copy of the
Risk Management Policy is placed on the Company''s
website www.innovacaptab.com and can be accessed
at https://www.innovacaptab.com/docs/Risk%20

Management%2QPolicy%2Q2Q25-26¦pdf

Pursuant to Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations"), the Board of Directors have constituted Risk
Management Committee for monitoring and reviewing of the risk assessment, mitigation and risk management plan
from time to time.

The following are the key risks faced by the Company and mitigation plans for each of those risks:

Risk	Mitigation Plan
Competition & Supplier Risk	The Company is focused on building economies of scale into the business. It has strengthened its long-term relationships with customers and developed alternative suppliers to safeguard the raw material supply chain.
Regulatory & Secretarial Compliance Risks	The Company has a framework in place to ensure timely compliance with regulatory and secretarial requirements.
Legal Risks	The legal and compliance team is dedicated to ensure strict adherence to all relevant regulations. In close collaboration with the Board of Directors and senior management, they work tirelessly to uphold these regulatory standards. Additionally, the Company is in the process of implementing advanced compliance management software, further strengthening our commitment to regulatory excellence.
Financials Risks	The Company has robust strategy and framework in place to timely Compliances of all applicable Acts, Statutes and Internal Control over Financial Reporting.
Operational Risks	The Company''s all facilities are as per GMP standards. The Company has its in-house R&D team which does rigorous checks to ensure the quality and efficacy of the products as per customer standards.

The Company did not receive any complaint of sexual
harassment during the year under review.

41. OTHER INFORMATION:

a. Green Initiative:

In support of the “Green Initiative" undertaken
by the Ministry of Corporate Affairs (“MCA"), to
contribute towards a greener environment, the
Company has adopted and implemented this
initiative. Accordingly, as permitted, delivery of
notices, documents, annual reports and other
communications are being sent to members via
electronic mode.

b. General:

No disclosure or reporting is required in respect of
the following items as there were no transactions
on these items during the year under review:

1) Issue of equity shares with differential
rights as to dividend, voting or otherwise;

2) Issue of shares (including sweat equity
shares) to employees of the Company under
any scheme;

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure
compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India
and has complied with all the applicable provisions of
the during the year under review.

39. PREVENTION OF INSIDER TRADING:

For dealing in shares and Unpublished Price
Sensitive Information (“UPSI") of the Company and in
compliance with the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015 (SEBI Insider Trading Regulations) the Company
has formulated and adopted the following policies:

• Code of internal procedures and conduct for
regulating, monitoring and reporting of trading
by insiders.

• Code of practices and procedures for fair
disclosure of UPSI.

The aforesaid policies and codes are designed to
maintain the highest ethical standards of trading
in securities of the Company, to regulate, monitor
and ensure pre-clearance and reporting of trades by
the Designated Persons (including their immediate
relatives) identified basis their functional role/
seniority in the Company/ its wholly owned subsidiary
Company (including step down subsidiary), advise
designated persons and employees on protection
of UPSI and on the compliances and procedures
to be followed while dealing with securities and
UPSI of the Company including entry in Structured

Digital Database, investigation procedure in case of

leak/suspected leak of UPSI and cautions them of

the consequences of violations. The said Code is

available on the website of the Company at https://

www.innovacaptab.com/docs/Code%20of%20

internal%2Qprocedures%2Qand%2Qconduct%20

for%20regulating.%20monitoring.pdf

https://innovacaptab¦Com/docs/Code%2Qof%2Q

practices%2Qand%2Qprocedures%2Qfor%2Qfair%2Q

disclosure%20of%20UPSI.pdf

40. INFORMATION UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual
Harassment (“POSH" policy) at workplace in line with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made there under to provide
a safe and harassment free workplace for every
individual working in any office of the Company.

The Company has duly set up an Internal Complaints
Committee (“ICC") in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013,
to redress complaints received regarding sexual
harassment.

3) Buy back of the shares of the Company;

4) There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016;

5) There was no instance of onetime settlement
with any Bank or Financial Institution.

42. ACKNOWLEDGEMENT:

The Directors also acknowledges and appreciates the
contribution made by dedicated and loyal and all past
and present employees at all levels of the Company
for their hard work, dedication, commitment and
efforts. The Directors also wish to place on record
their appreciation for the continuous co-operation,
assistance and support extended by all stakeholders,
Government Authorities, Financial Institutions, Banks,
Customers, Dealers, Suppliers etc. of the Company.

For and on behalf of the Board of Directors
Innova Captab Limited

Manoj Kumar Lohariwala

Place: Panchkula Chairman and Whole-Time Director

Date: 19 May 2025 DIN: 00144656

---

Mar 31, 2024

The Board of Directors ("the Board") of the Company Is pleased to present the 20^th Annual Report of Innova Captab Limited ("the Company" or "ICU'') along with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year ("FY") ended 31 March 2024 (hereinafter referred as "FY 2024" or "during the year"). This is the first annual report after the Initial Public Offering ("IPO") of the Company. The Board appreciates and is thankful for the continued support of all the shareholders throughout the journey of the Company from incorporated as private limited company, conversion into public limited company and now as a listed company.

1. FINANCIAL PERFORMANCE

The audited financial statements of the Company for FY 2024 are prepared in accordance with the relevant applicable Indian Accounting Standards (''Ind AS'') and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The table below sets forth the key financial parameters of the Company''s performance during the year under review:

Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Revenue from Operations	8,649.29	8,586.73	10,813.05	9,263.80
Other Income	107.18	87.34	124.89	91.98
Total Income	8,756.47	8,674.07	10,937.94	9,355.78
Total Expenses	7,819.49	7,891.00	9,642.65	8,437.83
Profit before tax	936.98	783.07	1,295.29	917.95
Total Tax expenses	255.37	207.55	351.84	238.41
Profit for the year	681.61	575.52	943.45	679.54

2. REVIEW OF OPERATIONS AND STATE OF THE COMPANY''S AFFAIRS

The Company''s revenue from operations has grown at a healthy rate of ~38% CAGR over the past 3 years and the CDMO business continues to attract considerable interest. While the demand remains robust, the decline in API prices negatively affected business performance

as compared to FY 2023. During FY 2024, we have 190 CDMO customers with revenue from CDMO business contributed nearly 58%. The performance of the domestic generic business has improved, supported by a steadily growing Pan India network of distributors, stockists and pharmacies. The domestic branded generic business contributed approximately 18% to our revenue in FY 2024.

During FY 2024 The Company''s international branded generic business is primarily focused on export to emerging and semi-regulated international markets with a growing presence in regulated markets such as the UK and Canada. The Company had exported its branded generics to 25 countries. Revenue from this segment contributed approximately 11% in FY 2024. The Company had acquired Sharon Bio-Medicine Limited ("Sharon") through CIRP process in June 2023. Sharon has strong CDMO formulation manufacturing capabilities including API manufacturing and it caters majorly to international markets including Canada, UK, Europe, Australia, Korea and Vietnam. Revenue contribution from this business is nearly 13%.

Standalone Performance

During the year under review, on standalone basis revenue from operations was '' 8,649.29 million in FY 2024 which was 0.73% higher than the revenue of '' 8,586.73 million in FY 2023. This growth was influenced by price adjustments of the products under the cost-plus model and the prevailing API prices. The profit before tax for FY 2024 was at '' 936.98 million with a profit for the year of '' 681.61 million. In Comparison, FY 2023 reported a profit before tax of '' 783.07 million and a profit for the year of '' 575.52 million.

Consolidated Performance

During the year under review, on consolidated basis revenue from operations was of '' 10813.05 million in FY 2024 which was 16.72 % higher than the revenue of '' 9,263.80 million in FY 2023. The profit before tax for the FY 2024 was '' 1295.29 million with a profit for the year was '' 943.45 million. In comparison, FY 2023 reported a profit before tax of '' 917.95 million and profit for the year of '' 679.54 million.

3. TRANSFER TO RESERVES:

During FY 2024, the Company has not transferred any amount to Reserves. The Board of Directors has decided to retain the entire amount of profit for FY 2024 and re-invest the profits back into the Company to support its growth objectives.

4. DIVIDEND:

In order to conserve the resources for the future business requirements of the Company, the Directors have decided not to recommend any dividend for the FY 2024.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the year under review.

6. SHARE CAPITAL:

As on 31 March 2024, the Authorised Share Capital of the Company is '' 660,000,000.00(Rupees Six Hundred Sixty million Only) consisting of:

1. 64,000,000 (Sixty Four million) Equity Shares of '' 10.00 each and

2. 2,000,000 (Two million) Preference Shares of '' 10.00 each

Paid up share capital of the Company is '' 572,249,290.00 (Rupees Five Hundred Seventy Two Million, Two Hundred Forty Nine Thousand and Two Hundred Ninety only) divided into 57,224,929 equity shares of face value of '' 10.00 each. During the Financial Year, following changes have occurred in the Capital Structure of the Company:

Particulars	No. of shares		Cumulative outstanding share capital (face value of '' 10/- each)
	Equity	Preference	Equity	Preference
Share Capital at the beginning of the year, i.e. 01 April 2023	48,000,000	1,412,430	'' 480,000,000	'' 14,124,300.00
Conversion of Compulsorily Convertible Preference Shares into Equity Shares	1,412,430*	(1,412,430)	O O d o CO CM	o p d o oo CM
Issuance of Equity Shares through private placement basis	669,642**	0	'' 6,696,420	0
Fresh issue of Equity Shares of fully paid-up pursuant to Initial Public Offer	7,142,857***	0	'' 71,428,570	0
Share Capital at the closing of the year i.e. 31 March, 2024	57,224,929	0	'' 572,249,290	0

*Conversion of Compulsorily Convertible Preference Shares into Equity Shares

Cumulative Compulsorily Convertible Preference Shares ("CCCPS") which was issued to UTI Multi Opportunities Fund I through private placement basis consisting 1,412,430 (One Million, Four Hundred Twelve Thousand and Four Hundred Thirty only) Cumulative Compulsorily Convertible Preference Shares ("CCCPS") of face value of '' 10 each at an issue price of '' 354.00 (including premium of '' 344.00) per share aggregating to '' 500,000,220.00 (Rupees Five Hundred Million and Two Hundred Twenty only) was converted into fully paid up Equity Shares of '' 10.00 each ("Converted Equity Shares") viz. in the ratio of 1:1 vide Board resolution dated 01 December, 2023.

**Issuance of Equity Shares through private placement basis:

The Shareholders at the Extra-Ordinary General meeting held on 01 December, 2023 approved the issuance of 669,642 (Six Hundred Sixty Nine Thousand and Six Hundred Forty Two) equity shares of face value of '' 10.00 (Rupees Ten only) each at an issue price of '' 448.00 (Rupees Four Hundred Forty Eight only) per share (including premium of '' 438.00) aggregating to '' 299,999,616.00 (Rupees Two Hundred Ninety Nine Million, Nine Hundred Ninety Nine Thousand and Six Hundred Sixteen only) in one or more tranches, on a private placement basis to 360 ONE Special Opportunities Fund -Series 9 and 360 ONE Special Opportunities Fund - Series 10.

***Fresh issue of Equity Shares pursuant to Initial Public Offer:

During the FY 2024, the Company had issued and allotted 7,142,857 Equity Shares of '' 10.00 each, at an issue price of '' 448.00 per fully paid-up equity share (including a premium of '' 438.00 per equity share) pursuant to Initial Public Offer as approved by the Board of Directors in their meeting held on 27 December 2023.

The funds received pursuant to Public Issue, have been utilised for the objects stated in the prospectus.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Board of Directors

The composition of the Board is in conformity with Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors. The composition of Board of Directors are as follows:

Name of the Director	Designation
Mr. Manoj Kumar Lohariwala	Chairman & Whole Time Director
Mr. Vinay Kumar Lohariwala	Managing Director
Mr. Jayant Vasudeo Rao	Whole Time Director
Mr. Archit Aggarwal	Non-Executive - Non-Independent Director
Mr. Sudhir Kumar Bassi	Non-Executive - Independent Director
Ms. Priyanka Dixit Sibal	Non-Executive - Independent Director
Mr. Mahendar Korthiwada	Non-Executive - Independent Director
Mr. Shirish Gundopant Belapure	Non-Executive - Independent Director

The Board of Directors of the Company is led by the Chairman and comprises of 8 (Eight) Directors, consisting of 2 (Two) Whole-Time Directors, 1 (One) Managing Director, 4 (Four) Non-Executive Independent Directors including 1(One) Women Director and 1 (One) NonExecutive Non-Independent Director.

The details of the Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of the Annual Report.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Independent Directors have submitted declarations stating that each of them fulfils the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess the necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

7. LISTING OF EQUITY SHARES OF THE COMPANY:

During the period under review, the Company got listed on stock exchange(s) through Initial Public Offer ("IPO") for total 12,723,214 Equity Shares aggregating to '' 5,700.00 million (Rupees Five Thousand and Seven Hundred million), which comprises :

a. Fresh Issue of 7,142,857 (Seven Million, One hundred Forty Two Thousand and Eight Hundred Fifty Seven) Equity Shares of '' 10.00 each aggregating to '' 3,200.00 million (Rupees Three Thousand and Two Hundred million) and

b. Offer for Sale (OFS) of 5,580,357 (Five Million, Five Hundred Eighty Thousand and Three Hundred Fifty Seven) Equity Shares of '' 10.00 each aggregating up to '' 2500.00 million (Rupees Two Thousand and Five Hundred million).

The issue price was '' 448.00 (Rupees Four Hundred and Forty-Eight only) per share including the premium of '' 438.00 (Rupees Four Hundred and Thirty-Eight only) per equity share.

The above-said equity shares were allotted in the following manner: -

Sl.	Category of Investor	Type of	No. of
No		Share	shares
			allotted
1	Anchor Investors	Equity	3,816,963
2	Qualified Institutional Buyers	Equity	2,544,643
	(except Anchor Investors);
3	Non-Institutional Bidders;	Equity	vO O OO OO OO
4	Retail Individual Bidders.	Equity	4,453,125

The Company''s equity shares were listed on the Stock Exchanges viz., National Stock Exchange of India Limited and BSE Limited w.e.f. 29 December 2023

8. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

As on 31 March 2024, the Company had 3 subsidiaries and there has been no material change in the nature of business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing the salient features of Financial Statements of the Company''s subsidiary(s) in Form No. AOC-1 is appended as Annexure A to the Board''s Report.

The Company has formulated a Policy for Determining Material Subsidiaries. The policy is available on the Company''s website and can be accessed at https://www.innovacaptab.com/PDF/Policy%20

determining%20material%20Subsidiaries.pdf

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.innovacaptab.com/ investor-relations.php

9. ACQUISITION OF SHARON BIO-MEDICINE LIMITED

The Company submitted a Resolution Plan on 22 August 2022 ("Resolution Plan") for acquisition of Sharon Bio-Medicine Limited ("SBML''). This Resolution Plan was approved by the Committee of Creditors of SBML on 17 November 2022 and subsequently by the Hon''ble National Company Law Tribunal, Mumbai on 17 May 2023. A copy of the Resolution Plan approval order is available on SBMLs website.

As a part of the Resolution Plan, the entire acquisition of Sharon Bio-Medicine Limited("SBML'') was executed through Univentis Medicare Limited, ("UML") a Wholly Owned Subsidiary of the Company. Consequently, UML has acquired 100% stake in SBML w.e.f. 30 June 2023. As on the date of this report, SBML is the wholly owned subsidiary of the UML. SBML has strong CDMO formulation manufacturing capabilities including API manufacturing and it caters majorly to international markets including Canada, UK, Europe, Australia, Korea and Vietnam.

10. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the year under review, there was no change in the nature of business of the Company.

11. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014. As on 31 March 2024, there were no deposits lying unpaid or unclaimed.

12. CREDIT RATING:

The Company''s financial discipline and prudence is reflected in the strong credit ratings by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

None of the Company''s directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All Directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other such authority.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Manoj Kumar Lohariwala (DIN:00144656), Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment. In compliance with Secretarial Standards-2, the brief resume, expertise, and other details of Mr. Manoj Kumar Lohariwala is given in the notice convening the AGM. Based on the recommendations of the Nomination and Remuneration Committee of the Company, the Board has recommended his reappointment as Director at the ensuing AGM. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its Committees or other Company events and any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts. For more details about the directors, please refer to the Corporate Governance Report.

2. Change in Key Managerial Personnel:

During the year under review there are following changes in Key Managerial Personnel:

Name of the Key Managerial Personnel	Designation	Nature of Change	Effective Date
Mr. Rishi Gupta*	Chief Financial Officer	Demise	26 April 2023
Mr. Lokesh Bhasin	Interim Chief Financial Officer	Appointment	23 May 2023
Mr. Mukeshkumar Siyaram Singh	Key Managerial Personnel	Appointment	30 June 2023
Mr. Lokesh Bhasin**	Interim Chief Financial Officer	Cessation	12 August 2023
Mr. Gaurav Srivastava	Chief Financial Officer	Appointment	12 August 2023
Mr. Gaurav Srivastava	Chief Financial Officer	Cessation	29 March 2024
Mr. Lokesh Bhasin	Chief Financial Officer	Appointment	30 March 2024

*Mr. Rishi Gupta had an untimely demise on 26 April 2023.

**Mr. Lokesh Bhasin resigned as Interim Chief Financial Officer of the Company w.e.f. 11 August 2023 and has continued to be in employment of the Company as Deputy Chief Financial Officer.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are:

Name of the Key Managerial Personnel	Designation
Mr. Manoj Kumar Lohariwala	Chairman & Whole Time Director
Mr. Vinay Kumar Lohariwala	Managing Director
Mr. Jayant Vasudeo Rao	Whole Time Director
Mr. Lokesh Bhasin	Chief Financial Officer
Mr. Mukeshkumar Siyaram Singh	Key Managerial Personnel
Ms. Neeharika Shukla	Company Secretary & Compliance Officer

14. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration policy of the company for appointment and remuneration of Directors, Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on the Company''s website at https://www.innovacaptab. com/PDF/Nomination%20&%20Remuneration. pdf

15. PARTICULARS OF REMUNERATION:

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel ("KMP") (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure-B of this report.

16. HUMAN RESOURCES AND EMPLOYEE RELATIONS

The number of employees in the Company as on 31 March 2024 was 1,252. The Company places

great emphasis on ensuring gender diversity within the organization. As at the year-end, 3.91% of the employees were female. The Company is putting in efforts in this aspect to reach an optimum gender ratio.

The Company is committed to maintaining a high level of compliance with the applicable labour laws and has implemented various policies and process to ensure timely completion of all periodic labour compliances and for monitoring and maintaining the status of compliances on an on-going basis.

The Company is also pleased to announce that it has implemented various initiatives for the benefit of its employees, such as time boxing, clear agendas for each meeting, written notes for each meeting item, milestone /stage based project management, and leverage automation to streamline operations, and well-being initiatives (health & fitness initiatives, employee engagement activities, work-life balance via streamlined work timings, monthly satisfaction surveys, employee training & skill enhancement, and rewards & recognition / belongingness).

17. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and administration) Rules, 2014, a copy of the Annual Return is available on Company''s website at https://www.innovacaptab.com/investor-relations.php#fin-inf-id.

18. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. 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 of the company for that period;

c. 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;

d. they have prepared the annual accounts on a going concern basis;

e. 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

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company''s business policy and strategies apart from other urgent business matter.

During the year under review, Fourteen (14) meetings of the Board of Directors were convened. The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173

of the Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI LODR as amended from time to time. Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

20. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis. The performance evaluation was carried out by the Nomination and Remuneration Committee in its meeting held on 27 March 2024.

The evaluation was conducted via a questionnaire containing qualitative questions, with responses provided on a rating scale. Evaluation was based on criteria such as the composition of the Board and its Committees, their functioning, communication between the Board, its committees and the management of the Company, and performance of the Directors and Chairperson of the Board based on their participation in effective decision making and their leadership abilities.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 31 March 2024 to review, among other things, the performance of nonIndependent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

22. COMMITTEES OF THE BOARD:

During the year under review, there were no change in the composition of the Committees of the Board. During FY 2024, the following are the Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders Relationship Committee

e. Risk Management Committee

f. IPO Committee

The composition of various Committees and meetings held is detailed below:

a. Audit Committee:

The Audit Committee is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Audit Committee met Ten (10) times during the FY 2024.

The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the Audit Committee, terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this Report.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is duly constituted in accordance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee met Four (4) times during the FY 2024. The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the Nomination and Remuneration Committee, terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this Report.

c. Corporate Social Responsibility (“CSR") Committee:

The Corporate Social Responsibility ("CSR") Committee is duly constituted in accordance with the provision of Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee met Two (2) times during the FY 2024. The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the Corporate Social Responsibility Committee,

terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this Report.

d. Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee was duly constituted as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee met One (1) time during the FY 2024. The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the Stakeholders Relationship Committee, terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this Report.

e. Risk Management Committee:

The Risk Management Committee was duly constituted pursuant the provisions of the Companies Act, 2013 and Regulation 21 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee, met Two (2) times during the FY 2024 The Company Secretary of the Company acts as a Secretary to the Committee.

The Company has a well-defined risk management policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness across the organisation and integrate risk management within the corporate culture. The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Company''s activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Company''s objectives.

The Board, the Audit Committee and the Risk Management Committee have the responsibility for overseeing all risks. The Risk Management Committee is, inter-alia, authorised to monitor

and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis.

The details of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year under review are provided in the section titled Report on Corporate Governance, which forms part of the Annual Report.

f. IPO Committee:

The IPO Committee was duly constituted by the Board of Directors of the Company on 09 May 2022, for the purpose of giving effect to the proposed initial public offering of the equity shares of the Company. The IPO Committee met Six (6) times during the FY 2024.The Company Secretary of the Company acts as a Secretary to the Committee.

The details, including composition of the IPO Committee, attendance are included in the Corporate Governance Report, which is a part of this Report. The IPO committee was dissolved by Board of Directors in their meeting held on 18 January 2024

23. AUDITORS:

Statutory Auditors and Statutory Auditor''s Report: M/s. B S R & Co. LLP, Chartered Accountants Firm Registration Number: 101248W/W-100022, were reappointed as Statutory Auditors of the Company, for a term of five consecutive years to hold office from the conclusion of 17^thAnnual General Meeting of the Company held on 30 November 2021 till the conclusion of 22^nd AGM to be held in the Financial Year 2026 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Company and the Auditor.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Report. The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditor''s Report is enclosed with the Financial Statements in the Annual Report.

Cost Auditors:

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 Company is required to maintain Cost Records and have them audited every year. Accordingly, the Company has made and maintained the cost accounts and records, as required.

Based on recommendation of the Audit Committee and approved by the Board, M/s Gurvinder Chopra & Co., Cost Accountant, Firm Registration Number: 100260 appointed as the Cost Auditors of the Company to carry out audit of the cost records of the Company for the FY 2024.

The resolution seeking ratification of the remuneration to the said cost auditors for the FY 2025 is set out in the Notice calling the 20^th Annual General Meeting of the Company. The Cost Auditors have certified that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Jaspreet Dhawan & Associates, Company Secretaries (FCS No. 9372, C.P. No. 8545, Peer Review S2009PB119300), were appointed as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for FY 2024. The Secretarial Audit Report in the prescribed Form No. MR-3 of the Company and its material subsidiaries for the year ended 31 March 2024, is annexed as "Annexure C" and forms part of this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors of the Company in its Report.

Pursuant to master circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the FY 2024, from M/s Jaspreet Dhawan & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges on 27 May 2024.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts)

Rules, 2014, M/s Goel Anish & Associates, Chartered Accountants (Firm''s Registration No. 036505N) were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the FY 2024.

24. MAINTENENCE OF THE COST RECORDS:

For the FY 2024, the provisions of Cost Audit as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, were applicable to the Company. As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records for FY 2024 and accordingly, such accounts and records are maintained.

25. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Companies Act, 2013, during the year under review there were no frauds reported by the Statutory Auditors and Secretarial Auditors of the Company to the Audit Committee or the Board of Director Hence, there is nothing to report under Section 134(3) (ca) of the Companies Act, 2013.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, is available as separate section of this annual report.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT :

The Securities and Exchange Board of India ("SEBI"), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report ("BRSR"). BRSR is a notable departure from the existing Business Responsibility Report ("BRR") and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY2023 onwards. BRSR report is available as separate section of this annual report.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies,

safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of Financial Control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain a high Standard of Internal Financial Control.

During the year under review, no material or serious observation has been received from the Auditors of the Company citing inefficiency or inadequacy of such controls. An extensive internal audit was carried out by M/s. Goel Anish & Associates, Chartered Accountants and post audit reviews were also carried out to ensure follow up on the observations made.

29. VIGIL MECHANISM POLICY:

The Company has adopted a Whistleblower Policy and has established a vigil mechanism for directors and employees in confirmation with Section 177 of the Act and the Rules framed thereunder and Regulation 22 of the Listing Regulations to report their concerns. For more details on the Whistleblower Policy please refer to the Corporate Governance Report and the Business Responsibility and Sustainability Report ("BRSR").

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, Company has Vigil Mechanism and Whistle Blower Policy and has established necessary framework to protect genuine whistle blowers, employees, third parties from any unfair treatment.

The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://www.innovacaptab.com/PDF/Vigil%20%20 Mechanism%20&%20Whistle%20Blower%20Policy. pdf

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

We believe that while the growth and success of our business is our priority, we can reach our greater goals only if we cater to the needs of the communities where we operate. Community development involves implementing a long-term plan to establish a supportive and lasting framework for the progress of communities. As a result, the Company''s approach to Corporate Social Responsibility ("CSR") extends

beyond fulfilling legal obligations and instead focuses on generating social and environmental benefits.

The CSR committee of the Board oversees and guides our CSR approach and deployment in line with the CSR Policy adopted by the Board. The CSR Policy covers the focus/thrust areas around which the CSR programmes, projects and activities are planned for creating a significant positive impact on targeted stakeholder groups. During the financial year under review, the CSR efforts of the Company continued to be directed towards its focus areas in line with the Company''s CSR Policy positively.

A brief outline of the Policy on CSR is available on the website of the Company at https://www.innovacaptab. com/PDF/Corporate%20Social%20Responsbility%20 Policy.pdf

The Annual Report on CSR activities is enclosed as "Annexure D".

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company consciously makes all efforts to conserve energy across its operations. The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure E" and forms part of this Report.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

In accordance with the provisions of Section 186 of the Act, the details of Loans, Guarantees and Investments made by the Company as of 31 March 2024 are provided in the notes to the accounts of the Standalone Financial Statements which forms part of the Annual Report.

33. DIRECTORS & OFFICERS LIABILITY INSURANCE:

The Company has in place the Directors & Officers Liability Insurance for all its Directors (including Independent Directors) and Officers of the Company in line with Regulation 25(10) of the SEBI Listing Regulations.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a Policy on materiality of dealing with related party transactions and the

same has been hosted on its website at https://www. innovacaptab.com/investor-relations.php#fin-inf-id All applicable related party related party transactions are placed before the Audit Committee for their review and approval. Further, prior to entering into related party transactions of repetitive nature and in the ordinary course of business at an arms'' length basis, omnibus approval of the Audit Committee is obtained. Further, the Company has not entered into any material related party transaction during the year except with wholly owned subsidiary.

All the transactions entered during the financial year under review with the related parties referred to in Section 188 of the Act were in the ordinary course of the business and on the arm''s length basis and are reported /stated in the Notes to the Accounts of the Standalone Financial Statements of the Company which forms part of the Annual Report.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to the Company, since there were no material transactions with related parties.

35. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEARTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes or commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of this report, except as disclosed in this Report.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: The Company was not required to obtain this valuation report.

37. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company or will have bearing on company''s operations.

Risk	Mitigation Plan
Operational Risks	Company''s facilities are all as per GMP standards. We also house a R&D team which does rigorous checks to ensure the quality and efficacy of the products as per customer standards.

38. RISK AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy and Business Continuity Plan to

• identify the Risk

• Assessment of Risk

• Measurement and Control

• Continuous Assessment

• Risk mitigation process

A detailed exercise is carried out by the Business Continuity Management ("BCM") designated by Board to identify, evaluate, manage and monitor both business and non-business risk. in this regard, the Company continues to exercise prudence on its Strategic Risks, Regulatory Risks, Legal and Secretarial Compliance risks, Financials Risks, Operational Risks, People Risks along with some other risk which might affect business operation. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. A copy of the risk management policy is placed on the Company''s website www.innovacaptab.com and can be accessed at https://www.innovacaptab.com/PDF/ Risk%20Management%20Policy.pdf.

The following are the key risks faced by the Company and mitigation plans for each of those risks:

Risk	Mitigation Plan
Competition & Supplier Risk	Our Company is focused on building economies of scale, into the business. Company has strengthened our business'' long-term relation with customer Our Company has developed alternative suppliers to safeguard the raw material supply chain.
Regulatory & Secretarial Compliance Risks	Our Company has framework in place to timely Comply with the Regulatory & Secretarial Compliances.
Legal Risks	Our legal and compliance team is dedicated to ensuring strict adherence to all relevant regulations. in close collaboration with the Board of Directors and senior management, they work tirelessly to uphold these regulatory standards. Additionally, the company is in the process of implementing advanced compliance management software, further strengthening our commitment to regulatory excellence.
Financials Risks	Our Company has robust strategy and framework in place to timely Compliances of all applicable Acts Statutes and internal Control over Financial Reporting.

As the equity shares of the Company got listed on National Stock Exchange of india Limited and BSE Limited on 29 December 2023 and is forming part of the top 1000 listed entities determined on the basis of market capitalisation, as at the end of the immediate previous financial year i.e. 31 March 2024, Regulation 21 of the SEBI LODR with respect to Risk Management Committee has become applicable to the Company. Accordingly, the Board of Directors have constituted Risk Management Committee for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time.

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the institute of Company Secretaries of india and has complied with all the applicable provisions of the during the year under review.

40. PREVENTION OF INSIDER TRADING:

For dealing in shares and Unpublished Price Sensitive information ("UPSi") of the Company and in compliance with the Securities and Exchange Board of india (Prohibition of insider Trading) Regulations, 2015 ("SEBi insider Trading Regulations") the Company has formulated and adopted the following:

• Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders

• Code of practices and procedures for fair disclosure of UPSi

The aforesaid policies and codes are designed to maintain the highest ethical standards of trading in securities of the Company, to regulate, monitor and ensure pre- clearance and reporting of trades by the Designated Persons (including their immediate relatives) identified basis their functional role/seniority in the Company/ its wholly owned subsidiary Company (including step down subsidiary), advise designated persons and employees on protection of UPSi and on the compliances and procedures to be followed while dealing with securities and UPSi of the Company including entry in Structured Digital Database, investigation procedure in case of leak/suspected leak of UPSi and cautions them of the consequences of violations. The

said Code is available on the website of the Company at https://www.innovacaptab.com/PDF/Code%20of%20 internal%20procedures%20and%20conduct%20for%20 regulating.%20monitoring%20and%20reporting%20 of%20trading%20by%20insiders.pdf

41. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment ("POSH" policy) at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under to provide a safe and harassment free workplace for every individual working in any office of the Company.

The Company has duly set up an internal Complaints Committee ("iCC") in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The Company did not receive any complaint of sexual harassment during the year under review.

42. OTHER INFORMATION: a. Green Initiative:

To support the "Green initiative" undertaken by the

Ministry of Corporate Affairs (MCA), to contribute

towards a greener environment, the Company has already initiated/ implemented the same. As permitted, delivery of notices, documents, annual reports etc. are being sent to members via electronic mode.

b. General:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1) issue of equity shares with differential rights as to dividend, voting or otherwise.

2) issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3) Buy back of the shares of the Company

4) There is no proceeding pending under the insolvency and Bankruptcy Code, 2016.

5) There was no instance of onetime settlement with any Bank or Financial institution.

43. ACKNOWLEDGEMENT:

The Directors also acknowledges and appreciates the contribution made by dedicated and loyal and all past and present employees at all levels of the Company for their hard work, dedication, commitment and efforts. The Directors also wish to place on record their appreciation for the continuous co-operation, assistance and support extended by all stakeholders, Government Authorities, Financial institutions, Banks, Customers, Dealers, Suppliers etc. of the Company.

For and on behalf of the Board of Directors Innova Captab Limited

Manoj Kumar Lohariwala

Date: 09 August 2024 Chairman and Whole-Time Director

Place: Panchkula DiN: 00144656