Directors Report of Innovana Thinklabs Ltd.

Mar 31, 2025

The Directors hereby present their 10^th Annual Report on the business and operations of Innovana Thinklabs
Limited ("the Company" or "Innovana") along with the audited standalone & consolidated financial statements
for the financial year ended March 31, 2025.

Your Company has prepared the financial statements for the financial year ended March 31,2025, in terms of
Sections 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the "Act") read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended.

The Company''s financial performance for the year ended March 31,2025 is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operation	4,327.85	4,851.33	10,347.97	10,080.55
Other Income	833.78	1,031.69	1,037.71	1,440.62
Total Income	5,161.63	5,883.02	11,385.68	11,521.17
Total Expenses	1,188.35	1,855.00	5,853.67	6,220.08
Profit or loss before tax	3,973.28	4,028.02	5,532.01	5,301.09
Total Tax Expenses	1,015.37	996.15	1,370.91	1,158.51
Profit after Tax	2,957.91	3,031.87	4,470.92	4,125.77
Other Comprehensive Income for the Year, Net of Tax	11.04	42.57	6.17	44.59
Total Comprehensive Income for the Year, net of Tax	2,968.95	3,074.44	4,477.09	4,170.36
Earnings per Share (EPS)
1. Basic	14.43	14.79	21.81	20.13
2. Diluted	14.43	14.79	21.81	20.13

During the financial year under review, your Company continues to create long- term value and there is
remarkable growth of the Company in the market. The major contributing factors towards the success of
Innovana is its commitment to serve the customer and shareholders to their satisfaction. Your Company
continues to focus on efficiency and productivity for future readiness with cautious optimism.

Further information on the business overview and outlook and state of the affairs of the Company is discussed
in detail in the Management Discussion & Analysis Report.

The Management at the operational level, with the extensive support of the employees, made it possible to
achieve the organizational activities at the desired levels / targets and the cumulative efforts turned the
budgets into achievements.

There is no change in the nature of business of the Company for the year under review
Revenue and Profit (Standalone)

During the financial year under review, the total income of the Company stood at ^5,161.63 lakhs as compared
to ^5,883.02 lakhs in the previous financial year. The Net Profit after Tax (PAT) for the year amounted to

^2,957.91 lakhs as against ^3,031.87 lakhs in the previous year. Consequently, the Company recorded a
marginal decline of 2.44% in Net Profit after Tax (PAT) during the financial year 2024-25.

Revenue and Profit (Consolidated)

The total income during the year under review amounted to Rs. 11,385.68 lakhs as compared Rs.11521.17 lakhs
in previous financial year and net profit after tax (PAT) amounting to Rs. 4470.92 lakhs as compared to Rs.
4125.77 lakhs in previous year.

Accordingly, there is an increase of 8.36% .in the financial year 2024-25 During the financial year under review,
there is an increase in the profit after tax (PAT) due to implementation of effective cost savings plans, increase
in sales price along with the significant increase in sales.

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "Listing Regulations") and the applicable provisions of the Companies Act, 2013
read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial
year 2024-25 have been prepared in compliance with applicable accounting standards and on the basis of
audited financial statements of the Company its subsidiaries and associates as approved by the Board of
Directors of the Company.

The consolidated Financial Statements together with the Auditor''s Report form part of this Annual Report.

During the financial year under review, your directors have not recommended any dividend to the shareholders
of the Company.

Your Board do not propose to transfer any amount to the General Reserve for the financial year ended March
31,2025

The Authorized Share Capital of the Company is Rs. 21,00,00,000 (Rupees Twenty-One Crore only) divided into
2,10,00,000 (Two Crores Ten Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

The Paid-Up share capital of the Company is Rs. 20,50,00,000 (Rupees Twenty Crore Fifty Lakhs Only) divided
into 2,05,00,000 (Two Crores Five Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each.

Your Company along with the following Wholly Owned Subsidiaries and Subsidiary of the Company is engaged
in the business of Information Technology, Construction and Infrastructure, Games and Astrology Consultancy
not only in the country but also across the globe:

The Company has the following Wholly Owned Subsidiary Companies and Subsidiary.

â¢ Innovana Techlabs Limited

Innovana Techlabs Limited - a wholly owned subsidiary of Innovana Thinklabs Limited was
incorporated in Gandhinagar, Gujarat in the year 2017 having its registered office at Unit No. 407, 4th
Floor, Signature Building, Block 13B, Zone-1, GIFT SEZ, Gandhinagar, Gujarat, India.

Innovana Techlabs was founded with an aim to venture into diverse domains and grow our product
portfolio that comprised not just different software but applications, as well. We create products that
add value and offer digital solutions that simplify the day to day needs of our users.

â¢ INNOVANA GAMES STUDIO LIMITED

Innovana Games Studio Limited - a wholly owned subsidiary of Innovana Thinklabs Limited was

incorporated in Jaipur, in the year 2020 having its registered office at 1 - Kha -18, Jawahar Nagar, Jaipur,
Rajasthan, India.

Innovana Games Studio Limited ideates and develops engaging games using the most advanced
technologies. From creating casual games to AR/VR applications, the aim of this studio is to ensure
users enjoy the best and the most unique gaming experience.

â¢ INNOVANA FITNESS LABS LIMITED

Innovana Fitness Labs Limited incorporated in 2019 is a subsidiary of Innovana Thinklabs Limited. With
its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India, Innovana Fitness brought
the franchise of Anytime Fitness to Jaipur, Gurugram and Indore.

Innovana Fitness Labs Limited is a leading name in the fitness industry with its fitness centers all over
India. By adopting a customer centric approach and offering unmatched facilities and services,
Innovana Fitness aims to make fitness accessible and affordable for all.

â¢ INNOVANA ASTRO SERVICES LIMITED

Innovana Astro Services Limited, established in 2020 is a wholly owned subsidiary of Innovana
Thinklabs Limited, having its registered office at 1 - Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India.
Innovana Astro Services Limited has digitized the world of Astrology & other forms of fortune telling
by creating platforms and applications that enable users to connect with renowned Astrologers
anytime and from anywhere. By associating with acclaimed Astrologers, Psychics & Tarot Readers, we
ensure the users get accurate Astrological services from the best, right at their fingertips. The products
created by Innovana Astro Services Limited are trusted by more than 10 million people who are using
our Astrology as well as Tarot reading app on a daily basis.

â¢ INNOVANA INFRASTRUCTURE LIMITED

Innovana Infrastructure Limited is a wholly owned subsidiary of Innovana Thinklabs Limited.
Incorporated in the year 2020, Innovana Infrastructure has its registered office at 1 - Kha -18, Jawahar
Nagar, Jaipur, Rajasthan, India.

Innovana Infrastructure Limited is a real-estate development company and has marked its presence in
this industry in a short span of time with 2 projects nearing completion and few more in the pipeline.
The team comprises acclaimed architects, a large construction workforce, and interior designers who
work together to create homes which are of the highest standards & affordable, as well.

â¢ I SOLVE SOFTWARE SERVICES LIMITED

I Solve Software Services Limited is a wholly-owned subsidiary of Innovana Thinklabs Limited.
Incorporated in the year 2021 with its registered office at Plot No. D-41, Patrakar Colony, Near Jawahar
Nagar, Moti Dungri Vistar Yojana, Jaipur, Rajasthan, India.

I Solve Software Services is a software development organization and a software services provider.
This company creates and develops software and utility tools for Mac which are loved by millions of
users for their design, simplicity and application.

A separate statement containing the salient features of financial statements of all the subsidiaries of the
Company forms a part of consolidated financial statements in compliance with Section 129 and other
applicable provisions, if any, of the Companies Act, 2013, the financial statements of the subsidiary are available
for inspection by the members at the Registered Office of the Company during business hours on all days
except Saturday, Sundays and Public holidays up to the date of Annual General Meeting. (''AGM'').

The financial statements including the consolidated financial statements and all other documents required to
be attached to this report have been uploaded to the website of the Company www.innovanathinklabs.com.
The Company has formulated a policy for determining the material subsidiaries. The policy may be accessed
on the website of the Company.

In accordance with Regulation 16(1 )(c) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations") read with the applicable provisions of the Companies Act, 2013,
a subsidiary shall be considered as a "material subsidiary", if the income or net worth of such subsidiary exceeds
Ten percent of the consolidated revenues or net worth respectively, of the Company and its subsidiaries in the
immediately preceding accounting year.

As on March 31, 2025, the Company has the following three (3) material subsidiaries:

Innovana Techlabs Limited
Innovana Astro Services Limited
Innovana Fitness Labs Limited

The Audit Committee and the Board of Directors of the Company review the significant transactions and
working of all subsidiaries, including the material subsidiaries, in accordance with the requirements of
Regulation 24 of the SEBI LODR Regulations and is appended to this Report as Annexure A

During the financial year under review, the subsidiary companies of Innovana Thinklabs Limited have made a
significant contribution to the consolidated revenue of the Company. Each of the subsidiaries has delivered
commendable performance in their respective markets, thereby strengthening the overall business portfolio
of Innovana.

As we head into 2025, Innovana is well-positioned to sustain its healthy growth trajectory and fortified market
presence, built over years of innovation and strategic expansion. The subsidiaries of Innovana mark an
important milestone in the Company''s journey across their respective verticals. This strategic progress
underscores Innovana''s commitment to enhancing its footprint and promises to significantly strengthen
Innovana''s global operations in the years to come.

Further, the contribution of Subsidiaries to overall performance of your Company is outlined in the
Consolidated Financial Statements.

Further during the financial year under review the Company does not have any Joint Venture.

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the
closure of the financial year to which the financial statements relate till the date of this report, affecting the
financial position of the Company.

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were
passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations
in future.

Pursuant to the provisions of Section 186 of the Act, and Schedule V of the Listing Regulations, investments
made are provided as part of the financial statements. There are no loans granted, guarantees given or
securities provided by your Company in terms of Section 186 of the Act, read with the Rules issued there under
during the year under review.

The Company has framed a Policy on materiality of related party transactions and on dealing with related party
transactions in accordance with the Act, and Listing Regulations. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the Company and its
related parties. The policy is also uploaded on website of the Company at www.innovanathinklabs.com
During the year under review, all contracts / arrangements / transactions entered into by the Company with
Related Parties were in the ordinary course of business and on an arm''s length basis. All the Related Party
Transactions which are of repetitive nature and proposed to be entered into during the financial year under
review are placed before the Audit Committee for prior omnibus approval. A statement giving details of all
Related Party Transactions entered into, as approved, is placed before the Audit Committee for review on a
quarterly basis. None of the transactions with any of the related parties were in conflict with the interest of the
Company, rather, these were synchronized and synergized with the Company''s operations.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act is provided in Form
No. AOC-2 for the financial year ended March 31,2025, and is appended to this Report as Annexure B.

The details of Board and Committee meetings held during the financial year 2024-25 are set out in the
Corporate Governance Report which forms a part of this report as Annexure- G During the year, the Board of
Directors met 9 times,

i.e., on May 15, 2024, May 28, 2024, July 2, 2024, August 14, 2024, September 5, 2024, November 14, 2024,
December 11, 2024, January 13, 2025, February 12, 2025. The gap between two consecutive meetings was
within the time period prescribed under the Act, Secretarial Standard-1 and as per the Listing Regulations. For
details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

As on March 31, 2025, the composition of the Board of Directors was in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive,
Non-Executive and Independent Directors. As on the date of this Annual Report, the Board of Directors of the
Company consists of 6 members. The Board consists of Managing Director, Whole time Director and 3
Independent Directors.:

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

S.No.	Board of Directors	DIN	Designation
1.	Chandan Garg	06422150	Chairman cum Managing Director & CEO
2.	Kapil Garg	07143551	Whole Time Director
3.	Swaran Kanta	07846714	Non-Executive Director
4.	Riya Sharma	09213476	Non-Executive Independent Director
5.	Arvind Kumar Sharma*	01417904	Non-Executive Independent Director
6.	Hemant Koushik	08853746	Non-Executive Independent Director
7.	Amritanshu Balani**	08697688	Non-Executive Independent Director
8.	Sanjeev Mittal	NA	Chief Financial Officer
9	Vasu Ajay Anand	NA	Company Secretary & Compliance officer

*During the year under review Mr. Arvind Kumar Sharma (DIN: 01417904) has been ceased from the position
of Independent Director of the Company w.e.f December 11, 2024 due to resignation as an Independent
Director of the Company.

**During the year under review, Mr. Amritanshu Balani (DIN: 08697688) was appointed as an Independent
Director of the Company with effect from December 11, 2024. The appointment has been made in compliance

with the provisions of Regulation 17(1C)(a) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations"), and the same was duly approved by the shareholders of the
Company through Postal Ballot on February 15, 2025.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act,
and Regulation 25 of the Listing Regulations, that they meet the criteria of independence as laid down under
Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1 )(b) of SEBI (LODR) Regulations
and have complied with the Code of Conduct of the Company as applicable to the Board of directors and
Senior Management. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. The Company has received the declarations from all
Independent Directors that they are exempted from appearing in the test or they have passed the online
proficiency exam as required by the

Indian Institute of Corporate Affairs (IICA) and also received the confirmation of their registration in the
Independent Directors Database maintained by the IICA, in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors of the Company have complied with the Code for Independent Directors as
prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience
(including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in
the Act as well as the Rules made thereunder and are independent of the management.

The terms & conditions for the appointment of Independent Directors are given on the website of the
Company i.e. https://img1.innovanathinklabs.com/v2/PDFFile/specimen-of-terms-of-appointment-of-
independent-directors.pdf

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute
significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and
societal expectation.

In pursuit of this and in compliance with the requirements of the Act and the listing regulations, the Company
has put in place a familiarization programme for the Independent Directors to familiarize them with their role,
rights, and responsibility as Directors, the working of the Company, nature of the industry in which the
Company operates, business model etc. and the Company Secretary brief the Directors about their legal and
regulatory responsibilities as Director. All new Independent Directors inducted into the Board attend an
orientation program which enables them to augment their knowledge & skills, so that they can discharge their
responsibilities effectively and efficiently

The details of such familiarization programmes imparted to Independent Directors are posted on the website
of the Company and can be accessed at

https://img1.innovanathinklabs.com/v2/PDFFile/FamilizationProgrammes.pdf

Apart from the above, the Directors are also given an update on the environmental and social impact of the
business, corporate governance, developments and investor relations matters.

Pursuant to the provisions of the Act and Listing Regulations, performance evaluation has been carried out by
the Board, Nomination Remuneration Committee and by the Independent Directors on the basis of
questionnaire. The Board has carried out an annual performance evaluation of its own, individual Directors
including Independent Directors (without the presence of the director being evaluated) and its Committees.

Board evaluation was carried out on various aspects revealing the efficiency of the Board''s functioning such
as Development of suitable strategies and business plans, size, structure and expertise of the Board and their
efforts to learn about the Company and its business, obligations and governance.

The performance of Committees was evaluated by the Board on parameters such as whether the Committees
of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to
accomplish all of its responsibilities, Committees maintain the confidentiality of its discussions and decisions.
Performance evaluation of every Director was carried out by Board and Nomination & Remuneration
Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time
devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge
and related industry expertise, attendance and participations in the meetings and workings thereof and
initiative to maintain high level of integrity & ethics.

Independent Director''s performance evaluation was carried out on parameters such as Director upholds ethical
standards of integrity, the ability of the director to exercise objective and independent judgment in the best
interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the
evaluation process.

In their separate meeting, the Independent Directors had carried out performance evaluation of NonÂ¬
Independent Directors and the Board as a whole. The Independent Directors also carried out the performance
evaluation of the Chairman, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board
which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the
said meeting. The Board found the evaluation satisfactory and no observations were raised during the said
evaluation in current year as well as in previous year

Statutory Auditors and their Report

M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration Number 009184C), Jaipur, have
completed their tenure as Statutory Auditors of the Company at the conclusion of the 10th Annual General
Meeting.

The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s Goyal
Darda & Company, Chartered Accountants, as the Statutory Auditors of the Company for a period of five
consecutive years, from the conclusion of the 10^th Annual General Meeting until the conclusion of the 15^thAnnual General Meeting of the Company, subject to the approval of the shareholders, in accordance with the
provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules
made thereunder.

M/s Goyal Darda & Company, Chartered Accountants, have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and also provided their consent to act as Statutory Auditors of the Company.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulation, 2015 ("Listing Regulations") and Section 204 of the Companies Act,
2013 and Rules made thereunder, M/s. ABHISHEK GOSWAMI & CO, Company Secretaries, Jaipur (FRN
S2019RJ714800), was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for
the Financial Year 2024-25.

The Secretarial Audit Report received in Form MR-3 from M/s. ABHISHEK GOSWAMI & CO, Company
Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31,2025,
does not contain any qualification(s), reservation(s) or adverse remarks and no fraud was reported by the
Secretarial Auditors under Section 143(12) of the Act in their Report.

Further, the Company has three (3) material subsidiaries. In compliance with Regulation 24A of the Listing
Regulations, the Secretarial Audit Reports (MR-3) of these material subsidiaries, issued by M/s. ABHISHEK
GOSWAMI & CO, Company Secretaries, have also been attached along with the Secretarial Audit Report (MR-
3) of Innovana Thinklabs Limited.

As per the provisions of Regulation 24A of the Listing Regulations read with SEBI Notification No. SEBI/LAD-
NRO/GN/2024/218 dated December 12, 2024, a listed entity shall appoint or reappoint a Secretarial Audit firm
as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its
shareholders in its Annual General Meeting. Accordingly, it is proposed to appoint M/s. ABHISHEK GOSWAMI
& CO, Company Secretaries as Secretarial Auditor of the Company for a period of five years commencing from
April 01, 2025 to March 31, 2030, subject to the approval of shareholders in the Annual General Meeting of
the Company.

Brief resume and other details of M/s. ABHISHEK GOSWAMI & CO, Company Secretaries in Practice, are
separately disclosed in the Notice of the ensuing AGM.

M/s. ABHISHEK GOSWAMI & CO have given their consent to act as Secretarial Auditors of the Company and
confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act &
Rules made thereunder and Listing Regulations. They have also confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR)
Regulations.

Internal Auditor

In accordance with the provisions of Section 138 of the Act and Rules made thereunder, the Board of Directors
of the Company has appointed M/s. Jindal Ashok & Co., Chartered Accountants, as an Internal Auditor to
conduct the Internal Audit of the Company for the financial year 2024-25.

Further the Board of Directors has re-appointed M/s. Jindal Ashok & Co., Chartered Accountants as an Internal
Auditor of the Company to conduct the Internal Audit for the financial year 2025-26.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes,
compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed
and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to
improve efficiency in operations.

During the financial year 2024-25, no fraud was reported by the Internal Auditor of the Company in their Audit
Report.

The Company has constituted various Committees of the Board as required under the Act, and the Listing
Regulations. For details like composition, number of meetings held, attendance of members, etc. of such
Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report as
Annexure-G. The intervening gap between the meetings was within the period prescribed under the
provisions of Section 173 of the Act and Listing Regulations.

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, your Company has established systems and procedures and has framed a
Code of Conduct to regulate, monitor and report trading by its designated persons and their immediate
relatives and procedures for fair disclosure of Unpublished Price Sensitive Information.

The trading window is closed during the time of declaration of results which prohibits the Directors of the
Company and other designated persons and their relatives to deal in the securities of the Company on the
basis of any UPSI, available to them by virtue of their position in the Company. The trading window is also
closed on the occurrence of any material events as per the code. The same is available on the Company''s
website i.e.

https://img1.innovanathinklabs.com/v2/PDFFile/CodeofConductforPreventionofInsiderTrading.pdf
Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism as per the provisions of Section
177 of the Act, and Regulation 22 of Listing Regulations for Directors and Employees of the Company. Under
the Vigil Mechanism Policy, the protected disclosures can be made by a victim through an e-mail or a letter to
the Chairperson of the Audit Committee. The Policy provides for adequate safeguards against victimization of
Directors and Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform to Directors and Employees wishing to raise concerns
regarding any irregularity, misconduct or unethical matters / dealings within the Company, which may have a
negative bearing on the organization either financially or otherwise. The policy is available on the Company''s
website at the weblink https://img1.innovanathinklabs.com/v2/PDFFile/VigilMechanism.pdf
During the financial year under review, no whistleblower event was reported and mechanism is functioning
well. and it is affirmed that no personnel of the Company have been denied access to the Chairperson of the
Audit Committee.

Corporate Social Responsibility (CSR) The Company has implemented Corporate Social Responsibility Policy
("CSR Policy") in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The
Companies (Corporate Social Responsibility Policy) Rules, 2014 on recommendation of Corporate Social
Responsibility Committee (CSR Committee) and on approval of the Board of Directors of the Company. CSR
Committee undertakes CSR activities in accordance with its CSR Policy uploaded on the Company''s website at
https://www.innovanathinklabs.com/csr

The Company has spent a sum of Rs. 35.62 lakhs towards CSR activities during the financial year under review.
The Annual Report on CSR activities for the Financial Year 2024-25 as required under Sections 134 and 135 of
the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of
the Companies (Accounts) Rules, 2014 is attached to this report as Annexure -C.

Nomination and Remuneration Policy

In accordance with Section 178 of the Act read with Rule 6 of Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 19 of Listing Regulations, your Company has constituted a Nomination and
Remuneration Committee ("NRC"), details of which has been disclosed in the Corporate Governance Report
forming part of this Annual Report.

Your Company has also formulated a Nomination and Remuneration Policy ("NRC Policy") in accordance with
Section 178(3) of the Companies Act, 2013 for Directors, Key Managerial Personnel (KMP) and Senior
Management of the Company. This policy formulates the criteria for determining qualifications competencies,
positive attributes and independence for the appointment of a Director and it also provides guidelines to the
NRC relating to the Appointment, Removal & Remuneration of Directors, KMP and Senior Management of the
Company.

It also provides a manner for effective evaluation of the performance of the Board, its Committees and

individual Directors. The said policy of the Company is uploaded on website of the Company at
https://ima1.innovanathinklabs.com/v2/PDFFile/Policy-on-Nomination-Remuneration-Evaluation.pdf

In order to prevent sexual harassment of women at workplace "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09, 2013. Under the
said Act, every Company is required to set up an Internal Complaints Committee to look into complaints
relating to sexual harassment at work place of any women employee.

Your Company has always believed in providing a safe and harassment free workplace for every individual
working in Innovana''s premises through various interventions and practices. The Company always endeavors
to create and provide an environment that is free from discrimination and harassment including sexual
harassment.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has in placed a robust policy for prevention of Sexual Harassment of
Women at workplace. The policy aims at prevention of harassment of employees as well as contract workers
and lays down the guidelines for identification, reporting and prevention of sexual harassment and your
Company has also set up an Internal Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee and follows the guidelines provided in the policy
The summary of the complaints received and disposed of related to sexual harassment during the year 2024Â¬
25 is provided below:

1	No. of complaints received in the year	0
2	No of complaints were disposed of in the year	0
3	Cases pending for more than 90 days	0
4	No workshops and awareness programs were conducted in the year	0
5	Nature of action by the employer or District officer, if any	0

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of
Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act,
1961 during the year under review. All eligible female employees are extended maternity benefits in
accordance with the Act, including paid maternity leave, nursing breaks, and protection from dismissal during
the maternity period. During the review period, no instances of non-compliance were observed.

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Company has placed a copy of the Annual
Return as on March 31, 2025 on its website at

https://img1 .innovanathinklabs.com/v2/PDFFile/ANNUAL RETURN 2025.pdf

The Company has neither invited nor accepted or renewed any deposit amount falling within the purview of
Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014,
during the year under review. No amount of principal or interest was outstanding as on March 31,2025. Hence,
the requirement of providing details relating to deposits as also of deposits which are not in compliance with
Chapter V of the Act, is not applicable.

The Company has adequate Internal Financial Controls (IFC) System operating effectively to ensure the orderly
and efficient conduct of its business including adherence to company polices, safeguarding of its assets,
optimal utilization of resources, prevention & detection of frauds and errors, accuracy & completeness of
accounting records and timely preparation of reliable financial information. The Internal Control is
supplemented by the detailed internal audit programme, reviewed by management and by the Audit
Committee.

The standard controls defined in the IFC framework are reviewed by the Internal auditors and management
concurrently to strengthen the existing processes and activities of the company by way of formulating new
guidelines and incorporating necessary changes in the standard operating procedure of the Company.

Based on the results of assessments carried out by the management, no reportable or significant deficiencies,
no material weakness in the design or operation of any control was observed during the period. The Audit
Report of the Company does not contain any reportable weakness in the Company related to IFC. The internal
financial controls with reference to the Financial Statements are commensurate with the size and nature of
business of the Company and are operating effectively.

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as
stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is
attached to this report as Annexure D

Your Company firmly believes that a well-planned human resource management programme that is tailored
to your organization and staff can actually improve your business''s bottom line.

Our teams are integral to our business. We have embraced a culture of excellence to nurture our people. We
believe in selecting the right talent, training them and instilling in them the spirit of Innovana Thinklabs. We
focus on developing the most superior workforce so that the organization and individual employees can
accomplish their work goals in service to customers.

We also aim at achieving advance flexibility, innovation, competitive advantage and improved business
performance.

Innovana follows a performance measuring tool like Job Performance Analysis and other Key Performance
Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of
the employees'' performance is done based on their area of working. This also encourage them to work hard
and efficiently at all levels of work.

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules''), is attached to this report as
Annexure E.

Further, as per second proviso to Section 136(1) of the Act read with second proviso of Rule 5 of the Rules, the
Board''s Report and Financial Statements are being sent to the Members of the Company excluding the
statement of particulars of employees as required under Rule 5(2) of the Rules. Any member interested in
obtaining a copy of the said statement may write to the Compliance Officer at [email protected].

The said statement is also available for inspection by the Members at the Registered Office of your Company
on all days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. September 30, 2025
between 11:00 a.m. to 5:00 p.m.

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) (e)
of SEBI (LODR) Regulations is annexed herewith as Annexure-F.

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by Securities and Exchange Board of India. The corporate
governance report and certificate received from, M/s. ABHISHEK GOSWAMI & CO Company Secretaries for
confirming the compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the
listing regulations, form part of the Board''s Report and the same is annexed herewith as Annexure-J.

It is hereby informed that pursuant to Section 124 of the Act and the applicable Rules, the shares on which
dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the IEPF Authority. Therefore, the concerned shareholders are requested to contact to the Nodal

Officer of the C ompany The Details of Nodal Officer of the C ompany are as follows

S.no	Particular	Details
1.	Name	Vasu Ajay Anand
2	Designation	Company Secretary and Compliance officer
3	Address	Innovana Thinklabs Limited Plot No. D-41, Patrakar Colony, Near Jawahar Nagar Moti Dungri, Vistar Yojna, Raja Park, Jaipur, Rajasthan 302004
4	Email ID	[email protected]
5	Phone:	141-4919128/29

The above-mentioned details of Nodal Officer can also be accessed on the website of the Company.

During the financial year under review, the Company no transferred the amount of unpaid dividend till the
financial to the Investor Education and Protection Fund under the provisions of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The same is available on the
Company''s website i.e. www.innovanathinklabs.com. All the shares in respect of which dividend has remained
unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also
be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect
of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.
In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their
dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also
published in the newspapers and the details of unclaimed dividends and detail of shareholders whose shares
are liable to be transferred to the IEPF Authority, are uploaded on the Company''s website i.e.
www.innovanathinklabs.com.

Business Responsibility and Sustainability Report (BRSR) for the Financial Year 2024-25 as stipulated under
Regulation 34(2)(f) of SEBI (LODR) Regulations is not applicable to the Company, since the provisions thereof
are applicable only to the top 1,000 listed entities (by market capitalization) as on 31st March of every financial
year. Accordingly, no such report is required to be annexed with this Annual Report.

Your Company''s shares are listed at BSE Limited and National Stock Exchange of India Limited and the listing
fee for the year 2025-26 has been duly paid.

As required by Section 134(3) (c) of the Act, your Directors state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures.

b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the Company and that such
internal financial control is adequate and was operating effectively.

f) They had devised proper systems to ensure Compliance with the provisions of all the applicable laws
and that such systems are adequate and operating efficiently.

â¢ The Company is in regular compliance of all the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

â¢ No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not
applicable;

â¢ There was no revision of financial statements and Board''s Report of the Company during the year under
review;

â¢ Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

â¢ The Company has not issued any sweat equity shares to its directors or employees; and

â¢ There was no instance of one-time settlement with any Bank or Financial Institution.

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across
all functions as well as efficient utilization of the Company''s resources for sustainable and profitable growth.
Your Directors wish to place on record their appreciation for the sincere services rendered by employees of
the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable
cooperation and support received from various Government Authorities, Banks/Financial Institutions and other
stakeholders such as members, customers and suppliers, among others. Your Directors also commend the
continuing commitment and dedication of employees at all levels which has been vital for the Company''s
success.

The Board is deeply grateful to our investors and shareholders for the unwavering confidence and faith in us
and look forward to their continued support in future.

Date: 05-09-2025 For and on behalf of the Board of Directors

Place: JAIPUR FOR INNOVANA THINKLABS LIMITED

CHANDAN GARG
Chairman & Managing Director
DIN:06422150

Mar 31, 2024

The Directors hereby present their 9^th Annual Report on the business and operations of Innovana Thinklabs Limited (âthe Companyâ or âInnovanaâ) along with the audited standalone & consolidated financial statements for the financial year ended March 31, 2024.

Your Company has prepared the financial statements for the financial year ended March 31, 2024, in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the âActâ) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

The Companyâs financial performance for the year ended March 31, 2024 is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operation	4,851.33	4,191.48	10,080.55	7,918.55
Other Income	1,031.69	513.02	1,440.62	692.80
Total Income	5,883.02	4,704.50	11,521.17	8,611.35
Total Expenses	1,855.00	2,369.98	6,220.08	5,336.15
Profit or loss before tax	4,028.02	2,334.52	5,301.09	3,275.20
Total Tax Expenses	996.15	596.97	1,158.51	535.14
Profit after Tax	3031.87	1737.55	4125.77	2690.10
Other Comprehensive Income for the Year, Net of Tax	42.57	(28.93)	44.59	(28.93)
Total Comprehensive Income for the Year, net of Tax	3,074.44	1,708.62	4,170.36	2,661.17
Earnings per Share (EPS)
1. Basic	14.79	16.91	20.13	26.17
2. Diluted	14.79	16.91	20.13	26.17

Innovana Thinklabs Limited is a name synonymous with innovation, quality products and unmatched services. Founded in 2015, Innovana is a leading software development and digital services provider aimed at removing any technical barriers that users face while operating industry-driven products. At Innovana, we are always striving to bring every unique idea to reality, developing solutions that make a difference & creating products in niche technologies that are loved by millions in over 100 nations. We are consistently working towards creating the opportunities for the future by providing next-generation digital products and services. Every endeavor we undertake is a promise of growth for the company, opportunities for our people and commitment towards our users.

The financial year 2023-24 was one of the significant years in terms of growth and sustainability. The Company was able to achieve highest ever turnover in its history during the reported financial year. Further information on the

business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

The Management at the operational level, with the extensive support of the employees, made it possible to achieve the organizational activities at the desired levels / targets and the cumulative efforts turned the budgets into achievements.

There is no change in the nature of business of the Company for the year under review.

Revenue and Profit (Standalone)

Your companyâs total income during the financial year under review amounted to Rs. 5,883.02 lakhs as compared to Rs. 4,704.50 lakhs in previous financial year and net profit after tax (PAT) amounting to Rs. 3031.87 lakhs as compared to Rs. 1737.55 lakhs in previous year. Accordingly, there is a remarkable increase in net profit after tax (PAT) by 74.49% % during the financial year 2023-24.

Revenue and Profit (Consolidated)

The total income during the year under review amounted to Rs. 11,521.17 lakhs as compared Rs. 8,611.35 lakhs in previous financial year and net profit after tax (PAT) amounting to Rs. 4,125.77 lakhs as compared to Rs. 2,690.10 lakhs in previous year.

Accordingly, there is an increase of 53.37% in the financial year 2023-24 During the financial year under review, there is an increase in the profit after tax (PAT) due to implementation of effective cost savings plans, increase in sales price along with the significant increase in sales.

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and the applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2023-24 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statements of the Company its subsidiaries and associates as approved by the Board of Directors of the Company. The consolidated Financial Statements together with the Auditorâs Report form part of this Annual Report.

Your Company along with the following Wholly Owned Subsidiaries and Subsidiary of the Company is engaged in the business of Information Technology, Construction and Infrastructure, Games and Astrology Consultancy not only in the country but also across the globe:

The Company has the following Wholly Owned Subsidiary Companies and Subsidiary.

â¢ Innovana Techlabs Limited

Innovana Techlabs Limited - a wholly owned subsidiary of Innovana Thinklabs Limited was incorporated in Gandhinagar, Gujarat in the year 2017 having its registered office at Unit No. 407, 4th Floor, Signature Building, Block 13B, Zone-1, GIFT SEZ, Gandhinagar, Gujarat, India.

Innovana Techlabs was founded with an aim to venture into diverse domains and grow our product portfolio that comprised not just different software but applications, as well. We create products that add value and offer digital solutions that simplify the day to day needs of our users.

â¢ INNOVANA GAMES STUDIO LIMITED

Innovana Games Studio Limited - a wholly owned subsidiary of Innovana Thinklabs Limited was incorporated in Jaipur, in the year 2020 having its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India.

Innovana Games Studio Limited ideates and develops engaging games using the most advanced

technologies. From creating casual games to AR/VR applications, the aim of this studio is to ensure users enjoy the best and the most unique gaming experience.

â¢ INNOVANA FITNESS LABS LIMITED

Innovana Fitness Labs Limited incorporated in 2019 is a subsidiary of Innovana Thinklabs Limited. With its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India, Innovana Fitness brought the franchise of Anytime Fitness to Jaipur.

Innovana Fitness Labs Limited is a leading name in the fitness industry with its fitness centers all over India. By adopting a customer centric approach and offering unmatched facilities and services, Innovana Fitness aims to make fitness accessible and affordable for all.

â¢ INNOVANA ASTRO SERVICES LIMITED

Innovana Astro Services Limited, established in 2020 is a wholly owned subsidiary of Innovana Thinklabs Limited, having its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India.

Innovana Astro Services Limited has digitized the world of Astrology & other forms of fortune telling by creating platforms and applications that enable users to connect with renowned Astrologers anytime and from anywhere. By associating with acclaimed Astrologers, Psychics & Tarot Readers, we ensure the users get accurate Astrological services from the best, right at their fingertips. The products created by Innovana Astro Services Limited are trusted by more than 10 million people who are using our Astrology as well as Tarot reading app on a daily basis.

â¢ INNOVANA INFRASTRUCTURE LIMITED

Innovana Infrastructure Limited is a wholly owned subsidiary of Innovana Thinklabs Limited. Incorporated in the year 2020, Innovana Infrastructure has its registered office at 1- Kha -18, Jawahar Nagar, Jaipur, Rajasthan, India.

Innovana Infrastructure Limited is a real-estate development company and has marked its presence in this industry in a short span of time with 2 projects nearing completion and few more in the pipeline. The team comprises acclaimed architects, a large construction workforce, and interior designers who work together to create homes which are of the highest standards & affordable, as well.

â¢ I SOLVE SOFTWARE SERVICES LIMITED

I Solve Software Services Limited is a wholly-owned subsidiary of Innovana Thinklabs Limited. Incorporated in the year 2021 with its registered office at Plot No. D-41, Patrakar Colony, Near Jawahar Nagar, Moti Dungri Vistar Yojana, Jaipur, Rajasthan, India.

I Solve Software Services is a software development organization and a software services provider. This company creates and develops software and utility tools for Mac which are loved by millions of users for their design, simplicity and application.

A separate statement containing the salient features of financial statements of all the subsidiaries of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013, the financial statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturday, Sundays and Public holidays up to the date of Annual General Meeting. (âAGMâ).

The financial statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded to the website of the Company www.innovanathinklabs.com. The Company has formulated a policy for determining the material subsidiaries. The policy may be accessed on the website of the Company.

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

During the financial year under review, your directors have not recommended any dividend to the shareholders of the Company.

Pursuant to provisions of Section 134(1) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to the General Reserve account of the company during the year under review.

The Company has not transferred any funds to the Investor Education and Protection Fund (IEPF) as the amount in the Unpaid Dividend Account is not yet due for transfer and amount lying in unpaid dividend not due for transfer to IEPF.

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under

During the year under Review, the following changes occurred in the position of Directors/KMP of the Company.

In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications (s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, the composition of the Board of Directors and Key Managerial Personnel are as follows:

S.No.	Board of Directors	DIN	Designation
1.	Chandan Garg	06422150	Chairman cum Managing Director & CEO
2.	Kapil Garg	07143551	Whole Time Director
3.	Swaran Kanta	07846714	Non-Executive Director
4.	Narendra Kumar Garg*	08640447	Executive - Director
5.	Riya Sharma	09213476	Non-Executive Independent Director
6.	Arvind Kumar Sharma	01417904	Non-Executive Independent Director
7.	Hemant Koushik	08853746	Non-Executive Independent Director

The Company also consists of the following Key Managerial Personnel

S.No.	Name of the KMP	PAN	Designation
1.	Sanjeev Mittal	ADYPM5504E	Chief Financial Officer
2.	Vasu Ajay Anand	BZKPA4436L	Company Secretary & Compliance
			officer

Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Companyâs Code of Conduct policy for the financial year 2023-24.

All Independent Directors of the Company have given a declaration under Sec.149(7) of the Act, that they meet the criteria laid down in Sec. 149(6) of the Act. The Board is of the opinion that all the Independent Directors of the Company possess the requisite qualifications, experience and expertise including proficiency in their respective fields of study. Further, their names are included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Sec.150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In compliance with Schedule IV of the Companies Act, 2013 a meeting of the Independent Directors of the Company was held during the year. The evaluation process for the Board of Directors pertaining to the Financial Year 2023-24 has been carried out and the same was shared with the Chairman of the Company and Nomination and Remuneration Committee of the Board.

During the year, Mr. Narendra Kumar Garg (DIN: 08640447) resigned from his position as Director on July 2, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Article of Association of the Company Mr. Kapil Garg (DIN: 07143551) is liable to retire by rotation and being eligible, seek reappointment at the ensuing Annual General Meeting. The board of Directors recommends his re-appointment, Mrs. Kapil Garg is not disqualified under section 164 (2) of the Companies Act, 2013.

A brief resume of the Director proposed to be appointed/reappointed, the nature of her experience in specific functions an area and number of public companies in which he holds membership/chairmanship of Board and Committee, shareholding and inter se relationships with other directors as stipulated under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the

Annexure to Notice of AGMâ forming part of Annual Report

MEETINGS OF THE BOARD OF DIRECTORS

S.no	Meeting Date	Board Strength	No. of Directors present
1	29/05/2023	7	6
2	28/07/2023	7	6
3	05/09/2023	7	5
4	08/11/2023	7	6
5	02/02/2024	7	5
6	12/02/2024	7	6
7	27/02/2024	7	6

Pursuant to Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(p) of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board adjudged the performance of the individual director, excluding the presence of the individual director being adjudged in the meeting.

Statutory Auditors and their Report

The company at its 06^th Annual General Meeting held in the year 2020-21, appointed M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration Number 009184C), Jaipur, as Statutory Auditors, for a period of five years i.e. till 10^th Annual General Meeting of the company. As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 there is no requirement for ratification of the appointment of Statutory Auditor at every Annual General Meeting of the Company and therefore, it is not required to ratify the appointment every year.

The Report of Statutory Auditor M/s Amit Ramakant & Co., Chartered Accountants, on financial statements, for the year ended 31^st March 2024, does not contain any qualification, reservation, adverse remark, disclaimer or observations. The report is self-explanatory and do not call for any further clarification. No fraud has been reported by the Auditor.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s ABHISHEK GOSWAMI & CO. Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. Their report in Form MR-3 for the financial year ended March 31, 2024, is provided as Annexure to the report.

Internal Auditor

Pursuant to the provision of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Jindal Ashok & Co., Chartered Accountants, as an Internal Auditor of the Company the for financial year 2023-24 and they have completed and submitted the internal audit report for the period as per the scope defined by the Audit Committee.

There is no change in the share capital during the year.

The details forming part of the Extract of the Annual Return as on 31^st March 2024 in Form MGT-9 in In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at link www.innovanathinklabs.com

The Particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings, and outgo etc. are furnished in âAnnexure Aâ which forms part of this Report.

The Statement required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this Report and the same is attached as per Annexure - B.

Management Discussion and Analysis form an integral part of this Report and is annexed as Annexure -C which gives details of the overall industry structure, economic developments, performance, and state of affairs of the Companyâs various businesses.

Pursuant to section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm that:

â¢ In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

â¢ The directors 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.

â¢ The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

â¢ The directors had prepared the annual accounts on a going concern basis; and

â¢ The directors had laid down internal financial controls to be followed by the Company and that such internal financial control is adequate and was operating effectively.

â¢ They had devised proper systems to ensure Compliance with the provisions of all the applicable laws and that such systems are adequate and operating efficiently.

Presently, the board has four (4) committees i.e Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee, and CSR Committee, consultation of which are given below: - Committee details are mentioned as on 31^st March 2024.

(I) Audit Committee:

S. No	Name	Designation in Company	Designation in Committee
1	Mr. Hemant Koushik	Non-Executive Independent Director	Chairman
2	Mrs. Riya Sharma	Non-Executive Independent Director	Member
3	Mr. Chandan Garg	Chairman & Managing Director	Member

(II) Shareholderâs Grievance Committee:

S. No	Name	Designation in Company	Designation in Committee
1	Mr. Arvind Kumar Sharma	Non-Executive Independent Director	Chairman
2	Mrs. Riya Sharma	Non-Executive Independent Director	Member
3	Mr. Hemant Koushik	Non-Executive Independent Director	Member

(III) Nomination & Remuneration Committee:

S. No	Name	Designation in Company	Designation in Committee
1	Mr. Hemant Koushik	Non-Executive Independent Director	Chairman
2	Mr. Arvind Kumar Sharma	Non-Executive Independent Director	Member
3	Mrs. Riya Sharma	Non-Executive Independent Director	Member

(IV) CSR Committee

S. No	Name	Designation in Company	Designation in Committee
1	.Mrs. Riya Sharma	Non-Executive Independent Director	Chairman
2	Mr. Arvind Kumar	Non-Executive Independent Director	Member

	Sharma
3	Mr. Hemant Koushik	Non-Executive Independent Director	Member

Committees of the Board

â¢ Audit Committee

Your Directors have constituted the Audit Committee in accordance with Sec. 177 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014

S.no	Meeting Date	Board Strength	No. of Directors present
1	29/05/2023	3	3
2	28/07/2023	3	3
3	08/11/2023	3	3
4	12/02/2024	3	3

â¢ Corporate Social Responsibility Committee

Your Directors have constituted the Corporate Social Responsibility Committee in accordance with Sec. 135 of the Companies Act, 2013

S.no	Meeting Date	Board Strength	No. of Directors present
1	29/08/2023	3	3
2	12/02/2024	3	3

â¢ Stakeholdersâ Relationship Committee

Your Directors have constituted the Corporate Social Responsibility Committee in accordance with Sec. 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

S.no	Meeting Date	Board Strength	No. of Directors present
1	12/02/2024	3	3

â¢ Nomination and Remuneration Committee

Your Directors have constituted the Nomination and Remuneration Committee in accordance with Sec. 178 of the Companies Act, 2013.

S.no	Meeting Date	Board Strength	No. of Directors present
1	08/11/2023	3	3
2	12/02/2024	3	3

The Company has 6 Subsidiaries as on March 31, 2024. There are 2 (Two) associate Companies within the meaning of Section 2 (6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries. Details are annexure in Annexure D Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 a statement containing the salient features of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statement of the Company

S.	Name and address of the	CIN/ Date of	Holding/	% of	Applicable
No	Company	Incorporation	Subsidiary	Shares	Section
			Company	Held
	INNOVANA TECHLABS LIMITED	U72900GJ2017PLC	Subsidiary	100	2 (87) (ii)
01	Unit No. 407, 4th Floor, Signature	100237	Company
	Bldg Block 13B, ZONE-I, GIFT SEZ Gandhinagar GJ 382355 IN	21/12/2017
	INNOVANA FITNESS LABS LIMITED	U74999RJ2019PLC	Subsidiary	71.19	2 (87) (ii)
02	1- Kha 18 Jawahar Nagar Jaipur RJ	067526	Company
	302004 IN	25/12/2019
	INNOVANA INFRASTRUCTURE	U72100RJ2020PLC	Subsidiary	100	2 (87) (ii)
03	LIMITED	068098	Company
	1- Kha 18 Jawahar Nagar Jaipur RJ 302004 IN	04/02/2020
	INNOVANA GAMES STUDIO LIMITED	U72900RJ2020PLC	Subsidiary	100	2 (87) (ii)
04	1-Kha-17 Jawahar Nagar Jaipur RJ	069653	Company
	302004 IN	17/07/2020
	INNOVANA ASTRO SERVICES	U93090RJ2020PLC	Subsidiary	100	2 (87) (ii)
05	LIMITED	069579	Company
	1-Kha -18 Jawahar Nagar Jaipur RJ 302004 IN	15/07/2020
06	I SOLVE SOFTWARE SERVICES	U74999RJ2021PLC	Subsidiary	100	2 (87) (ii)
	LIMITED	076947	Company
	Plot No. D-41, Patrakar Colony, Near Jawahar Nagar Dungri Vistar Yojna Jaipur RJ 302004 IN	12/09/2021
07	LAXO MEDICARE PRIVATE LIMITED	U74900RJ2018PTC	Associate	35	2 (6)
	First Floor, Plot No. 87, Tagor Nagar	061030	Company
	Ajmer Road Jaipur Rj 302015 IN	25/04/2018
08	BIZ 365 TECH PRIVATE LIMITED	U72900RJ2021PTC	Associate	30	2 (6)
	828, Frontier Colony, Adarsh Nagar	078358	Company
	Na Jaipur Rj 302004 In	26/11/2021
09	ADCOUNTY MEDIA INDIA LIMITED	U93000RJ2017PLC	Associate	25	2 (6)
	First Floor, D-41, Patrakar Colony,	057939	Company
	Near Jawahar Nagar Moti Dungri Vistar Yojna, Raja Park,, Jawahar Nagar, Jaipur, Jaipur, Rajasthan, India, 302004	03/05/2017

Innovana has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at armâs length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. Pursuant to the provisions of Section 188 of the Act read with Rules issued there

under and Regulation 23 of the listing regulations all contracts / transactions / arrangements entered by the Company during the financial year with the related parties were in ordinary course of business and on an armâs length basis.

During the financial year 2023-24, all transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions was placed before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the same. The Company has made transactions with related parties pursuant to Section 188 of the Act.

The Particulars of material contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the Form AOC-2 is annexed herewith as Annexure-E.

The Particulars of Loans & guarantees given, investments made and securities provided covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report. Details annexure in Annexure F.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year and the Annual Report on CSR Activities are set out in the Annexure G of this Report.

The company has framed a Whistle Blower Policy/ Vigil Mechanism providing a mechanism under which an employee/ director of the company may report a violation of personnel policies of the company, unethical behavior, suspected or actual fraud or violation of the code of conduct. The vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Companyâs website: www.innovanathinklabs.com.

In accordance with the provision of the Sexual Harassment of Women at the Workplace (prevention, prohibition and Redressed) Act, 2013 internal complaints committee (ICC) has been set up to redress complaints. However, ICC has not received any complaint durine the year.

1	No. of complaints received in the year	Nil
2	No of complaints were disposed off in the year	Nil
3	Cases pending for more than 90 days	N/A
4	No workshops and awareness programs were conducted in the year	1
5	Nature of action by the employer or District officer, if any	N/A

The Equity Shares of the Company get listed on the SME platform (NSE-emerge) of NSE after the closure of the financial year. Further regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE- emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and(E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

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 not required to maintain Cost Records under said Rules.

No order has been passed by any Regulator Court or Tribunal which can have an impact on the going concern status and the operations of the Company the in future.

The Company affirms that the annual listing fees for the year 2023-24 to the National Stock Exchange of India Limited (NSE) have been duly paid.

The Directors of the Company wish to express their grateful experience to the continued cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also sincerely acknowledge the significant contribution made by all the employees through their dedicated service to the Company. Your directors look forward to their continued support.

Date: 05/09/2024 For and on behalf of the Board of Directors

Place: JAIPUR FOR INNOVANA THINKLABS LIMITED

Registered office: CHANDAN GARG KAPIL GARG

Plot No. D-41, Patrakar Colony, Chairman & Managing Director Whole Time Director

Near Jawahar Nagar Moti Dungri Vistar Yojna, DIN: 06422150 DIN: 07143551

Raja Park-302004, Jaipur, Rajasthan

Mar 31, 2023

The Directors have pleasure in presenting the 08^th Annual Report of your Company (âthe Companyâ or âInnovanaâ) along with the audited financial statements, for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Founded in 2015, Innovana Thinklabs Limited is a software and application development company headquartered in Jaipur. We create cutting-edge products that help optimize system performance, enhance system security and significantly improve the user experience. From advanced Anti-Virus software, utility applications, and apps to web extensions for browser security, we have an extensive portfolio of software products and mobile applications. With 1.5 million downloads and nearly 10 million unique visitors every month, our products have registered their presence in over 126 countries in 13 different languages.

(In Thousand)
Particulars	Standalone#		Consolidated*
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operation	4,19,147.71	3,05,026.39	7,91,854.66	5,75,830.95
Other Income	51,301.51	39,582.41	69,279.54	43,381.03
Total Revenue	4,70,449.22	3,44,608.80	8,61,134.20	6,19,211.98
Total Expenses	2,36,997.68	1,91,849.15	5,33,614.68	3,55,858.67
Profit or loss before tax	2,33,451.54	1,52,759.65	3,27,519.52	2,63,353.31
Total Tax Expenses	59,696.20	38,959.01	53,513.72	48,681.06
Other Comprehensive Income for the Year, Net of Tax	(2,892.94)	1,899.14	(7,889.03)	(4,907.25)
Total Comprehensive Income for the Yea r, net of T ax	1,70,862.40	1,15,699.78	2,66,116.77	2,09,765.00
Earnings per Share (EPS)
1. Basic	16.91	11.10	26.17	20.28
2. Diluted	16.91	11.10	26.17	20.28

#During the year company recorded a total income from the operation of Rs. 4,19,147.71 thousand as against Rs. 305,026.39 thousand in the previous year. Profit before tax during the year Rs. 2,33,451.54 thousand as against Rs. 152,759.65 thousand Calculation basis on standalone.

*During the year company recorded a total income from the operation of Rs. 7,91,854.66 thousand as against Rs. 575,830.95 thousand in the previous year. Profit before tax during the year Rs. 3,27,519.52 thousand as against Rs. 263,353.31 thousand Calculation basis on consolidation.

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and the applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2022-23 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statements of the Company and its subsidiary as approved by the Board of Directors of the Company.

The consolidated Financial Statements together with the Auditorâs Report form part of this Annual Report.

A separate statement containing the salient features of financial statements of all the subsidiaries of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013, the financial statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturday, Sundays and Public holidays up to the date of Annual General Meeting. (âAGMâ).

The financial statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded to the website of the Company www.innovanathinklabs.com. The Company has formulated a policy for determining the material subsidiaries. The policy may be accessed on the website of the Company.

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

The Board has recommended a dividend of Re. 0.25 (Twenty- Five paisa) per equity share on equity shares of the face value of Re.10 each (i.e. 2.5%) for FY 2022-23. The dividend is subject to approval of the members at the ensuing annual general meeting (AGM) and shall be subject to deduction of income tax at source, as applicable. The dividend, if approved by the members at the ensuing AGM, will result in cash outflow of approx. Rs. 51.25 lakhs

Since no unclaimed dividend amount is pending with the Company, no amount is required to be transferred to the Investor Education and Protection Fund.

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under

During the year under Review, the following changes occurred in the position of Directors/KMP of the Company.

S.No.	Board of Directors	DIN	Designation
1.	CHANDAN GARG	06422150	Chairman cum Managing Director
2.	KAPIL GARG	07143551	Whole Time Director
3.	SWARAN KANTA	07846714	Non-Executive Director
4.	NARENDRA KUMARGARG	08640447	Executive - Director
5.	RIYA SHARMA	09213476	Non-Executive Independent Director
6.	ARVIND KUMAR SHARMA*	01417904	Non-Executive Independent Director
7.	HEMANT KOUSHIK*	08853746	Non-Executive Independent Director
8.	SUMIT SARDA*	07886808	Non-Executive Independent Director
9.	DEEPAKJANGID *	08069097	Non-Executive Independent Director
^Appointment/ Resignation: 28/05/2022

The Company also consists of the following Key Managerial Personnel
S.No.	Name of the KMP	PAN	Designation
1.	Sanjeev Mittal	ADYPM5504E	Chief Financial Officer
2.	Vasu Ajay Anand	BZKPA4436L	Company Secretary & Compliance officer

On the basis of representations received from the Directors, none of the Directors of the Company are disqualified as per Sec.164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures as required under provisions of Sec. 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Companyâs Code of Conduct policy for the financial year 2022-23.

In compliance with Schedule IV of the Companies Act, 2013 a meeting of the Independent Directors of the Company was held during the year. The evaluation process for the Board of Directors pertaining to the Financial Year 2022-23 has been carried out and the same was shared with the Chairman of the Company and Nomination and Remuneration Committee of the Board.

During the year, Mr. Hemant Koushik (DIN 08853746) has regularized as an Independent Director of the Company, and Mr. Deepak Jangid resigned on May 28, 2022 and Mr. Arvind Kumar Sharma (DIN 01417904) has regularized as an Independent Director of the Company and Mr. Sumit Sarda who resigned on May 28,2022.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Article of Association of the Company Mrs. Swaran Kanta (DIN: 07846714) is liable to retire by rotation and being eligible, seek re-appointment at the ensuing Annual General Meeting. The board of Directors recommends his reappointment, Mrs. Swaran Kanta is not disqualified under section 164 (2) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS
Details of Board Meeting
S.no	Meeting Date	Board Strength	No. of Directors present
1	28/05/2022	7	6
2	08/06/2022	7	6
3	15/08/2022	7	6
4	06/09/2022	7	6
5	28/10/2022	7	4

6	14/02/2023	7	6
7	31/03/2023	7	6

Statutory Auditors and their Report

The Report of Statutory Auditor M/s Amit Ramakant & Co., Chartered Accountants, on financial statements, for the year ended 31^st March 2023, does not contain any qualification, reservation, adverse remark, disclaimer or observations. The report is self-explanatory and do not call for any further clarification. No fraud has been reported by the Auditor.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s DEEPAK ARORA & ASSOCIATES Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. Their report in Form MR-3 for the financial year ended March 31, 2023, is provided as Annexure to the report.

The company has adhered to best practices in good governance; the observations made by the secretarial auditor pertain to compliance delays, which were caused by technical glitches and unavoidable circumstances Internal Auditor

Pursuant to the provision of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s Jindal Ashok & Co., Chartered Accountants, as an Internal Auditor of the Company the for financial year 2022-23 and they have completed and submitted the internal audit report for the period as per the scope defined by the Audit Committee.

During the year, the Authorized share capital of your company has enhanced from 10,25,00,000.00/- comprising 1,02,50,000 equity shares to 20,50,00,000.00/- comprising 2,05,00,000 Equity Shares.

The Companyâs paid-up equity capital as on 31^st March 2023 was 20,50,00,000.00/- comprising 2,05,00,000 equity Shares of Rs. 10/- each. During the year under report, the company had made an allotment of 1,02,50,000 equity shares of Rs. 10/- each as Bonus Share.

The details forming part of the Extract of the Annual Return as on 31^st March 2023 in Form MGT-9 in In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at link www.innovanathinklabs.com

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings, and outgo etc. are furnished in âAnnexure Aâ which forms part of this Report.

Pursuant to section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm that:

â¢ In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

â¢ The directors had prepared the annual accounts on a going concern basis; and

â¢ The directors had laid down internal financial controls to be followed by the Company and that such internal financial control is adequate and was operating effectively.

â¢ They had devised proper systems to ensure Compliance with the provisions of all the applicable laws and that such systems are adequate and operating efficiently.

(I) Audit Committee:S. No Name Designation in Company Designation in Committee

1 Mr. Hemant Koushik Non-Executive Independent Director Chairman

2 Mrs. Riya Sharma Non-Executive Independent Director Member

3 Mr. Chandan Garg Chairman & Managing Director Member

(II) Shareholderâs Grievance Committee:S. No Name Designation in Company Designation in Committee

1 Mr. Arvind Kumar Non-Executive Independent Director Chairman

Sharma

2 Mrs. Riya Sharma Non-Executive Independent Director Member

3	Mr. Hemant Koushik		Non-Executive Independent Director		Member
(III) Nomination & Remuneration Committee:
S. No	Name		Designation in Company		Designation in Committee
1	Mr. Hemant Koushik		Non-Executive Independent Director		Chairman
2	Mr. Arvind Kumar Sharma		Non-Executive Independent Director		Member
3	Mrs. Riya Sharma		Non-Executive Independent Director		Member
(IV) CSR Committee
S. No	Name		Designation in Company		Designation in Committee
1	Mrs. Riya Sharma		Non-Executive Independent Director		Chairman
2	Mr. Arvind Kumar Sharma		Non-Executive Independent Director		Member
3	Mr. Hemant Koushik		Non-Executive Independent Director		Member
Committees of the Board â¢ Audit Committee Your Directors have constituted the Audit Committee in accordance with Sec. 177 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014
S.no		Meeting Date		Board Strength		No. of Directors present
1		28/05/2022		3		3
2		06/09/2022		3		3
3		28/10/2022		3		3
4		31/03/2023		3		3
â¢ Corporate Social Responsibility Committee Your Directors have constituted the Corporate Social Responsibility Committee in accordance with Sec. 135 of the Companies Act, 2013
S.no		Meeting Date		Board Strength		No. of Directors present
1		28/05/2022		3		3
2		31/03/2023		3		3
â¢ Stakeholdersâ Relationship Committee Your Directors have constituted the Corporate Social Responsibility Committee in accordance with Sec. 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
S.no		Meeting Date		Board Strength		No. of Directors present
1		08/06/2022		3		3

â¢ Nomination and Remuneration Committee

Your Directors have constituted the Nomination and Remuneration Committee in accordance with Sec. 178 of the Companies Act, 2013.

S.no	Meeting Date	Board Strength	No. of Directors present
1	28/05/2022	3	3
2	14/02/2023	3	3

The Company has 6 Subsidiaries as on March 31, 2023. There are 2 (Two) associate Companies within the meaning of Section 2 (6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries. Details are annexure in Annexure D Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 a statement containing the salient features of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statement of the Company

S.N O	Name and address of the Company	CIN/ Date of Incorporation	Holding/ Subsidiary Company	% of Shares Held	Applicable Section
01	INNOVANA TECHLABS LIMITED Unit No. 407, 4th Floor, Signature Bldg Block 13B, ZONE-I, GIFT SEZ Gandhinagar GJ 382355 IN	U72900GJ2017PLC 100237 21/12/2017	Subsidiary Company	100	2 (87) (ii)
02	INNOVANA FITNESS LABS LIMITED 1- Kha 18 Jawahar Nagar Jaipur RJ 302004 IN	U74999RJ2019PLC 067526 25/12/2019	Subsidiary Company	100	2 (87) (ii)
03	INNOVANA INFRASTRUCTURE LIMITED 1- Kha 18 Jawahar Nagar Jaipur RJ 302004 IN	U72100RJ2020PLC 068098 04/02/2020	Subsidiary Company	100	2 (87) (ii)
04	INNOVANA GAMES STUDIO LIMITED 1-Kha-17 Jawahar Nagar Jaipur RJ 302004 IN	U72900RJ2020PLC 069653 17/07/2020	Subsidiary Company	100	2 (87) (ii)
05	INNOVANA ASTRO SERVICES LIMITED 1-Kha -18 Jawahar Nagar Jaipur RJ 302004 IN	U93090RJ2020PLC 069579 15/07/2020	Subsidiary Company	100	2 (87) (ii)
06	I SOLVE SOFTWARE SERVICES LIMITED Plot No. D-41, Patrakar Colony, Near Jawahar Nagar Dungri Vistar Yojna Jaipur RJ 302004 IN	U74999RJ2021PLC 076947 12/09/2021	Subsidiary Company	100	2 (87) (ii)
07	LAXO MEDICARE PRIVATE LIMITED First Floor, Plot No. 87, Tagor Nagar Ajmer Road Jaipur Rj 302015 IN	U74900RJ2018PTC 061030 25/04/2018	Associate Company	35	2 (6)

08	BIZ 365 TECH PRIVATE LIMITED	U72900RJ2021PTC	Associate	27.08	2 (6)
	828, FRONTIER COLONY, ADARSH	078358	Company
	NAGAR NA Jaipur RJ 302004 IN	26/11/2021

During the financial year 2022-23, the Company entered into transactions with related parties defined under section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014, all of which were in the ordinary course of business and on armâs length basis also in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

All the transactions with the related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions annexed in Annexure -E AOC -2.

The particulars of Loans & guarantees given, investments made and securities provided covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report. Details annexure in Annexure F.

1	No. of complaints received in the year	Nil
2	No of complaints were disposed off in the year	Nil
3	Cases pending for more than 90 days	N/A
4	No workshops and awareness programs were conducted in the year	1
5	Nature of action by the employer or District officer, if any	N/A

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 not required to maintain Cost Records under said Rules.

No order has been passed by any Regulator Court or Tribunal which can have an impact on the going concern status and the operations of the Company the in future.

The Company affirms that the annual listing fees for the year 2022-23 to the National Stock Exchange of India Limited (NSE) have been duly paid.

Mar 31, 2018

Dear Members,

The Directors have immense pleasure in presenting the 03^rd Boardâs Report of your Company together with the Standalone and Consolidated Audited Statement and the Auditorsâ Report of your company for the Financial Year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS:

(Amt. in Lacs)

Particulars	2017-2018	2016-2017
Revenue from Operations	3082.89	1550.69
Other Income	37.71	25.52
Finance Income	9.82	1.04
Total Income	3130.42	1577.26
Expenses	2034.84	1461.41
Net Profit Before Exceptional Items and Tax	1095.57	115.85
Exceptional Items	31.01	--
Net Profit Before Tax	1064.56	115.85
Current tax	312.64	37.81
Deferred Tax	(5.37)	6.06
Net Profit After Tax	757.29	71.98
Comprehensive Income for the Year, Net of Tax	(5.07)	--
Profit For the Year	752.22	71.98

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS:

Pursuant to section 134(2)(i) of the companies Act, 2013, The Key highlights pertaining to the business of the company for the year 2017-18 as comparison to previous financial year have been given hereunder:

- Total revenues earned during the Financial Year 2017-18 amounted to Rs. 3082.89 Lakhs as compared to Rs. 1550.69 Lakhs in the previous Financial Year 2016-17.

- The total expenses of the Company during the Financial Year 2017-18 was Rs. 2034.84 Lakhs against the expenses of Rs. 1461.41 Lakhs in the previous Financial Year 2016-17.

- The Profit after tax is Rs. 752.22 Lakhs for the Financial Year 2017-18 as compare to Rs. 71.98 Lakhs in the previous Financial Year 2016-17.

- The Earning per Share (EPS) of the company is 18.35 per share in comparison to the previous Financial Year 2016-17 which was 35.99 per share.

3. DIVIDEND:

Our Company has made profits for the Financial Year 2017-18, but in order to ease the operations of the business and to strengthen the financial position, the Company plough back of the profits and therefore the directors are not recommending any dividend for the Financial Year 2017-18.

4. AMOUNTS TRANSFERRED TO RESERVES:

Pursuant to provisions of Section 134(3) (j) of the Companies Act, 2013, the company has transferred Rs. 3 crores from retained earnings of the company to General Reserve Account of the company during the year under review.

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

The provisions of Section 125(2) of the Companies Act, 2013 is not applicable, as there was no dividend declared and paid last year.

6. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

The company PCVARK Software Private Limited was originally incorporated as private limited company under the Companies Act, 2013 having CIN No.U72900RJ2015PTC047363 on dated 13^th April 2015 in Jaipur, Rajasthan.

Subsequently, Pursuant to provisions of section 13, 14, 15, 18 and other applicable provision of the companies act 2013, after getting members approval in the Extra Ordinary General Meeting of the company held on 14^th June, 2017 the company get converted from private limited to public limited company and consequent the which name of the company has been changed from âPCVARK SOFTWARE PRIVATE LIMITEDâ to âPCVARK SOFTWARE LIMITEDâ and consequently the word âPrivateâ will be deleted from the name of the Company and the same was approved by Registrar of Companies, Rajasthan vide its Certificate dated 27th June, 2017.

7. CHANGE IN NAME OF THE COMPANY:

Pursuant to provisions of section 13, 14, 15, 18 and other applicable provision of the Companies Act 2013, the company get converted from private limited to public limited company and consequent the which name of the company has been changed from âPCVARK SOFTWARE PRIVATE LIMITEDâ to âPCVARK SOFTWARE LIMITEDâ after getting members approval in the Extra Ordinary General Meeting of the company held on 14^th June, 2017.

Further, pursuant to section 13 (1) read with section 4 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), Name of the company has been changed from âPCVARK SOFTWARE LIMITEDâ to âINNOVANA THINKLABS LIMITEDâ after getting members approval in the Extra Ordinary General Meeting of the company held on 24^th August, 2017.

8. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY:

INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorised Equity Share Capital of the Company has been increased from 20,00,000 (Rupees Twenty lakhs) which is divided into 200000 Equity shares of Rs. 10/- Each to Rs. 5,00,00,000/- (Rupees Five Crore Only) Divided into 5000000 Equity Shares of Rs. 10/- each upon passing of resolutions in the Extra Ordinary General Meeting held on 14th June, 2017.

9. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for the adoption of Indian Accounting Standards (Ind AS), converged with the International Financial Reporting Standards (IFRS) vide its notification dated February 16, 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015, for the application of Ind AS. Accordingly, The Company has adopted Ind AS with effect from 1st April, 2017.

We believes in highest standards of Corporate Governance and recognizes that Financial Statements are an important source of information to the Shareholders and other Stakeholders.

10. MATERIAL CHANGES AND COMMITMENTS:

Pursuant to section 134(3)(l) of the Companies Act, 2013, There are no material changes have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the report, which is affecting the financial position of the Company:

11. INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

1. The company has issued 14,00,000 Equity shares of Rs. 10 Each as bonus shares in the Second Annual General Meeting of the company held on 06^th July 2017, to the existing shareholders in the ratio of 7:1, by way of capitalization of profits of the company.

2. The company has issued 14,00,000 Equity shares of Rs. 10/- Each by way of preferential allotment at a premium of Rs. 1/- Each in the Extra Ordinary General Meeting of the company held on 24^th August 2017.

3. The company has issued 11,00,000 Equity shares of Rs. 10/- Each to the public by way of Initial Public Offer (I.P.O.) at a premium of Rs. 60/per share aggregating 770 Lakhs pursuant to resolution passed in the Board of Directors meeting held on June 29, 2017 and approved by Shareholders of the Company by a passing special resolution, pursuant to Section 62(1)(c) of the Companies Act, 2013, at the Annual General Meeting held on July 06, 2017 and the issue was opened on dated November 29, 2017 and closed on December 04, 2017.

LISTING OF EQUITY SHARES:

The company had come out with a public issue of 11,00,000 Equity Shares of Rs. 10/- each for Rs. 70 each including a share premium of Rs. 60 per equity share aggregating 770 Lakhs. The IPO was a huge success and the resulting shares have been listed on the NSE EMERGE platform of NSE, Mumbai.

12. NEW SET OF ARTICLES OF ASSOCIATION:

The Company, after obtaining necessary approval of the Members at the Extra Ordinary General Meeting held on 14^th June, 2017 got converted from private limited to public limited and at the same meeting has adopted new set of Articles of Association.

13. EXTRACT OF ANNUAL RETURN:

An Extract of Annual Return as required under the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed in âANNEXURE-Aâ attached herewith.

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

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 during the year are given in âANNEXURE-Bâ forming part of this report.

15. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197(12) of the companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement containing such details enclosed as per âANNEXURE - Câ of the Boardâs Report.

Further, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there are no Employees drawing Remuneration in excess of limit specified under the said rule during the year under review.

16. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as âANNEXURE - Dâ hereto and forms part of this Report.

17. INFORMATION ABOUT SUBSIDIARY/ J. V./ASSOCIATE COMPANY:

The company has a wholly owned subsidiary company - Innovana Techlabs Limited, which is incorporated on 21/12/2017 (SEZ Unit) and having its registered office at Gandhinagar, Gujrat.

The statement containing the salient features of the financial statement of both the subsidiaries under first proviso to sub-section (3) of section 129 of the Act in form AOC- I is attached as âANNEXURE- Eâ.

The Consolidated Financial Statement of the Company prepared as per the Indian Accounting Standards (Ind AS), Consolidated Financial Statement along with notes of the Company with its Subsidiaries have also been included as part of this Annual Report.

18. RELATED PARTY TRANSACTION:

Related party transactions that are entered during the financial year were in the Ordinary Course of Business and on an armâs length basis. The Company had not entered into any contract/ arrangement / transactions with related parties which could be considered material. All related party transactions are placed before the audit committee and Board for approval.

Form AOC-2 pursuant to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is attached to this report as âANNEXURE-Fâ.

19. LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loan, guarantee or investment made by the Company under Section 186 of the Companies Act, 2013 is attached to this report as âANNEXURE-Gâ.

20. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors, have down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. AUDITORS:

STATUTORY AUDITORS AND AUDITORâS REPORT:

The company at its 01^st Annual General Meeting held in the year 2015-16, appointed M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration Number 009184C), Jaipur, as Statutory Auditors, for a period of five years i.e. till 06^th Annual General Meeting of the company. As recommended by the Audit Committee, the Board has proposed the ratification of appointment of M/s. Amit Ramakant & Co., Chartered Accountants as statutory auditors from conclusion of this Annual General Meeting till the conclusion of ensuing Annual General Meeting of the company to be held for the financial year ended on 31^st March 2019.

There are no qualifications or adverse remarks in the Auditorsâ Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation.

COST AUDIT:

Provision given under section 148 of Companies Act, 2013 and rule 14 of company (audit and auditor) rules, 2014 not applicable for our company.

22. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company with the approval of Audit Committee and its Board, appointed M/s. Srishthi Mathur & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18, a statement containing such details enclosed as per âANNEXURE - Hâ.

There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

23. APPOINTMENT OF INTERNAL AUDITOR FOR THE FINANCIAL YEAR 2017-18, FOR CONDUCTING INTERNAL AUDIT OF THE COMPANY:

Pursuant to provision of section 138 of the companies Act, 2013 the Company with the approval of Audit Committee and its Board, appointed M/s. Ashok Jindal & Company, Jaipur, a firm of Chartered Accountants, as internal auditor of the company to undertake the Internal Audit of the Company for the financial year 2017-18.

24. EXPLANATION AND COMMENTS ON AUDITORS AND SECRETARIAL AUDIT REPORT:

There is no qualification, disclaimer, reservation or adverse remark made either by the Statutory Auditors in the Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in the Secretarial Audit Report. The Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee or Board as required under provisions of Section 143 (12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

25. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS:

The Board of the company comprises an optimum combination of executive and non-executive independent directors.

As on the date of this report, Board of Directors and Key Managerial Persons (KMP) of the Company comprises of total six directors. The Composition of the Board of Directors and KMP is as under:

S. No.	Name of Director and KMP	Category And Designation
1.	Mr. Chandan Garg	Chairman cum Managing Director
2.	Mr. Kapil Garg	Whole Time Director
3.	Mrs. Swaran Kanta	Non-Executive Director
4.	Mr. Apoorv Mittal	Non-Executive Independent Director
5.	Mr. Mohit Bora	Non-Executive Independent Director
6.	Mr. Sumit Sarda	Non-Executive Independent Director
7.	Mr. Sanjeev Mittal	Chief Financial Officer
8.	Ms. Prachi Mittal	Company Secretary & Compliance Officer

- Change in designation of Mr. Chandan Garg from Director to Chairman Cum Managing Director of the company in the 02^nd Annual General Meeting of the company held on 06^th July 2017.

- Change in designation of Mr. Kapil Garg from Director to Whole Time Director of the company in the 02^nd Annual General Meeting of the company held on 06^th July 2017.

- The company has Appointed Mrs. Swaran Kanta as a director of the company in the Extra Ordinary General Meeting of the company held on 14^th June 2017.

- Mr. Apoorv Mittal, Mr. Mohit Bora and Mr. Sumit Sarda have been appointed as independent director of the company is the Extra Ordinary General Meeting of the company held on 24^th August 2017.

- Mr. Sanjeev Mittal, Chief Financial Officer and Ms. Prachi Mittal, Company Secretary have been appointed in the board meeting of the company held on 29^th June 2017.

26. MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met Thirty one times during the financial year 2017-18 for which proper notices were given and the proceedings were properly recorded in the Minutes Book maintained for the purpose. The gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

27. COMMITTEES OF THE BOARD:

Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below -

(I) Audit Committee:

	Composition	Category of Director
(1)	Mr. Sumit Sarda (Chairman)	Non-Executive Independent Director
(2)	Mr. Apoorv Mittal (Member)	Non-Executive Independent Director
(3)	Mr. Chandan Garg (Member)	Chairman & Managing Director

(II) Shareholderâs Grievance Committee:

	Composition	Category of Director
( 1)	Mr. Mohit Bora (Chairman)	Non-Executive Independent Director
(2)	Mr. Apoorv Mittal (Member)	Non-Executive Independent Director
(3)	Mr. Chandan Garg (Member)	Chairman & Managing Director

(III) Nomination & Remuneration Committee:

	Composition	Category of Director
(1)	Mr. Apoorv Mittal (Chairman)	Non-Executive Independent Director
(2)	Mr. Sumit Sarda (Member)	Non-Executive Independent Director
(3)	Mr. Mohit Bora (Member)	Non-Executive Independent Director

(IV) Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management.

28. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not constituted Corporate Social Responsibility Committee as it does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

30. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE.

Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

31. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

32. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The company has framed a Whistle Blower Policy/ Vigil Mechanism as per section 177 of the Company Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 providing a mechanism under which an employee/ director of the company may report unethical behavior, suspected or fraud, violation of code of conduct. The vigil Mechanism ensures standard of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Companyâs website: www.innovanathinklabs.com under investors tab.

33. INTERNAL FINANCIAL CONTROL:

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of Innovana Thinklabâs information. The Audit Committee reviews adherence to internal control systems and internal audit reports.

34. RISK MANAGEMENT POLICY:

The Company has its Risk Management Policy to identify and deal with the risks and threats that could impact the organization. Risk Management Policy is available for inspection at the Registered Office of the Company during business hours on any working day.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and companyâs operations in future.

36. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has a policy and it provides for protection against sexual harassment of woman at work place and for prevention and redressal of such complaints.

There was no case filled during the year (2017-18), under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

37. DECLARATIONS BY THE INDEPENDENT DIRECTORS:

Mr. Apoorv Mittal, Mr. Mohit Bora and Mr. Sumit Sarda were the Independent Directors of the Company as on 31 st March, 2018 pursuant to the provisions of Section 149(10) of the Act.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of the Independence as provided in Section 149(6) of the Companies Act, 2013.

38. HUMAN RESOURCES:

Innovana Thinklabs Limited treats its âhuman resourcesâ as one of its most important assets and has taken continuous efforts to set up and maintain an efficient workforce. We are continuously taking steps towards maintaining a low attrition rate which we believes shall be achieved by investing in learning and development programmes for employees, competitive compensation, creating a compelling work environment, empowering employees at all levels as well as a well-structured reward and recognition mechanism.

39. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE:

Pursuant to section 134(3) (p) of the companies act, 2013 and regulation 17(10) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, The Nomination and Remuneration Committee has set up formal mechanism to evaluate the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise is to be carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

40. ACKNOWLEDGEMENT:

The Directors of the company wish to express their grateful appreciation to the continued cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the dedicated service of the Executives, Staff and Workers of the Company.

Listing on Stock Exchange:

The Companyâs shares are listed on National Stock Exchange of India on NSE EMERGE platform w.e.f. December 12, 2017.

The company has paid initial listing fees and annual listing fees for the same.

NSE Symbol: INNOVANA

Registrar and Transfer Agent (RTA):

Share Transfer and all other Investorâs / Shareholderâs related activities are attended and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact M/s. Skyline Financial Services Private Limited, situated at D-153A, First Floor, Okhla Industrial Area, Phase-I, New Delhi- 110020, India. However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

Date: July 31, 2018 By Order of the Board

Place: Jaipur For INNOVANA THINKLABS LIMITED

(Formerly known as PCVARK Software Limited)

CIN: L72900RJ2015PLC047363

Sd/- Sd/-

Chandan Garg Kapil Garg

Managing Director Whole Time Director

DIN: 06422150 DIN: 07143551

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