Directors Report of Innovators Facade Systems Ltd.

Mar 31, 2025

Your directors are presenting Twenty Sixth Annual Report on the operations of the Company together with the Audited
Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

I. FINANCIAL RESULTS:

The Company''s performance for the year ended 31st March 2025 as compared to the previous financial year, is
summarized below:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	22,137.35	21,510.91	22,13735	21,510.91
Other Income	321.83	348.92	321.83	349.52
Total Revenue	22,459.18	21,859.83	22,459.18	21860.43
EBITDA	3,556.35	3,193.49	3,579.58	3,204.57
Finance Cost	941.05	832.62	941.05	832.62
Depreciation	498.26	365.12	498.26	365.12
Profit Before Tax	2,117.03	1,995.75	2,140.26	2006.83
Current & Deferred Tax	(539.12)	479.17	(539.12)	480.39
Profit After Tax	1,577.91	1,516.58	1,601.14	1,526.44
Financial Ratios
EBITDA (% of Revenue from Operation)	16.06	14.85	16.17	14.90
PBT (% of Revenue from Operation)	9.56	9.28	9.67	9.33
PAT (% of Revenue from Operation)	7.13	7.05	7.23	7.10

II. OPERATIONS:

The Company is engaged in the business of designÂ¬
ing, engineering, fabrication, supply and installation
of fapade systems. There has been no change in the
business of the Company during the financial year
ended 31st March, 2025.

The highlights of the Company''s performance on
standalone basis are as under:

A. Revenue from Operations

During FY 2024-25, the Company has recorded
total revenue of T 22,137.35 lakhs from its fapade
business as compared to revenue of T 21,510.91
lakhs in previous financial year.

B. EBITDA

EBITDA (Standalone) for the current financial
year has increased to T 3,556.35 lakhs from
T 3,193.49 lakhs in previous financial year
EBITDA as a % of Revenue has shown a growth
from 14.85% to 16.06%. Consolidated EBITDA in
current financial year has increased to T 3,579.58
lakhs from T 3,204.57 lakhs in previous financial
year.

C. Net Margin / Profit After Tax

Profit after Tax (Standalone) has increased to
T 1,57791 lakhs in FY 2024-25 as compared to
T 1,516.58 lakhs in previous financial year. Net
Margin Ratio (Net profit after tax to turnover) in
FY 2024-25 is 713% against 705% in FY 2023-24.
Consolidated Profit after Tax in current financial
year has increased to T 1,601.14 lakhs from T
1,526.44 lakhs in previous financial year.

D. Debtors Turnover

Debtors to Turnover Ratio in FY 2024-25 is 4.05
times against 5.84 times in FY 2023-24.

E. Return on Net Worth

Return on Net Worth in FY 2024-25 is 11.04 %
against 11.93 % in FY 2023-24.

>. DIVIDEND:

In order to conserve the resources of company, the
directors are not recommending any dividend for
the FY 2024-25.

. AMOUNT TRANSFERRED TO RESERVES:

The Board hasn''t recommended any amount to be
transferred to the reserves for the financial year unÂ¬
der review.

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

There is no unpaid/unclaimed dividend amount lying
with the Company, therefore the provisions of Section
125 of the Companies Act, 2013 do not apply.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Companies (Management and
Administration) Rules, 2014, the Annual Return of
the Company in Form MGT-7 has been placed on the
Company''s website www.innovators.in.

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

The details of the subsidiaries, joint ventures or
associate companies are as mentioned below:

Sr. Name of the Company No.	Subsidiary/Joint Venture / Associate
1. Innovators Engineering Works Private Limited	Wholly Owned Subsidiary Company

Further, a statement containing the salient features o''
the financial statement of subsidiary Company in the
prescribed format AOC 1 is appended as an âAnnexure
Iâ to the Board''s report. The statement also provides
the details of performance, financial positions of the
subsidiary company.

In accordance with Section 136 of the Companies
Act, 2013, the audited financial statements, including
the consolidated financial statements and relatec
information of the Company and audited accounts o
each of its subsidiary, are available on website of the
Company on http://www.innovators.in.

These documents will also be available for inspection
during the business hours at the registered office o''
the Company.

. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year of the Company i.e. 31s
March, 2025 to which these financial statements relate
and the date of this report.

. DISCLOSURE OF INTERNAL FINANCIAL
CONTROLS:

Adequate internal control systems commensurate
with the nature of the Company''s business and size
and complexity of its operations are in place and has
been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to
ensure reliability of financial reporting, timely feedback
on achievement of operational and strategic goals
compliance with policies, procedure, applicable laws

and regulations and that all assets and resources are
acquired economically, used efficiently and adequately
protected.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT
WITH RELATED PARTIES:

Transactions/Contracts/ arrangements, falling within
the purview of provisions of Section 188(1) of the
Companies Act, 2013, entered by the Company with
related parties as defined under the provisions of
Section 2(76) of the Act, during the financial year
under review, were in ordinary course of business and
have been transacted at arm''s length basis. During
the year under review, all contracts / arrangements /
transactions entered into by the Company with related
parties were approved by the Audit Committee and
Prior omnibus approval is obtained for related party
transactions which are repetitive in nature and entered

in the ordinary course of business and on arm''s length
basis.

Accordingly, the disclosure of related party transactions
as required under Section 134(3) (h) of the Act in Form
AOC-2 is not applicable to the Company for FY 2024Â¬
25 and hence does not form part of this report.

The Policy on dealing with Related Party Transactions
may be accessed on the Company''s website at the link:
http://innovators.in/investors-corner/

10. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guaranÂ¬
tees given and securities provided as covered under
the provisions of Section 186 of the Companies Act,
2013 if any, have been disclosed in the notes to the
standalone financial statements forming part of the
Annual Report.

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

During the year under review there has been no
such significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and company''s operations in future.

12. DETAILS OF CHANGE IN COMPOSITION OF
DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors is in
accordance with Section 149 of the Companies Act, 2013
and Regulation 17 of the Listing Regulations. Pursuant
to the provisions of Section 152 of the Companies Act,
2013, Mr. Shivchand Sharma (DIN: 00298265) is liable
to retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible has offered
himself for reappointment. Necessary resolution for
his re-appointment is included in the Notice of 26th
AGM for seeking approval of Members. The Directors
recommended his re-appointment for your approval.
A brief profile relating to him is given separately as an
annexure to the AGM Notice.

Following changes were recorded in the composition of KMP of the Company:

a) Mr Raman Shivchand Sharma, Whole-Time Director & CEO of the Company resigned and stepped down frc
the position of Chief Executive Officer (CEO) with effect from 1st March, 2025, in order to discharge the duties
a Whole-Time Director of the Company in an efficient manner He shall continue to act as a Whole-Time Direct
of the Company.

b) Mr.Rohit Radheshyam Sharma, Regional Head-South, has been appointed as Chief Executive Officer (CEO)
the Company w.e.f. 1st March, 2025.

. SHARE CAPITAL:

The details of Share Capital of the Company are as under:

	As at 31st March 2025		As at 31st March 2024
Particulars	Number of Shares	Amount	Number of Shares	Amount
		(In ^)		(In ^)
Authorised Capital:
Equity Shares of t 10/- each	2,10,00,000	21,00,00,000	2,10,00,000	21,00,00,000
Issued, Subscribed & Paid-up Capital:
Equity Shares of t 10/- each	1,88,67,808	18,86,78,080	1,88,67,808	18,86,78,080

14. DISCLOSURES RELATED TO BOARD, COMMITTEES
AND POLICIES:

I. BOARD OF DIRECTORS:

The composition of the Board as on 31st March,
2025 is in conformity with the provisions of the
Companies Act, 2013.

The Board of Directors met Eleven times during
the financial year under review on 26th April 2024,
27th May 2024, 17th June 2024, 11th July 2024, 16th
August 2024, 05th October 2024, 12th November
2024, 24th December 2024, 15th January 2025,27th
February 2025 and 25th March 2025.

COMPOSITION OF THE BOARD:

The Company has a very balanced and diverse
composition of Board of Directors, which primarily
takes care of the business needs and stakeholders''
interest. The Non-executive Directors including
Independent Directors on the Board are experienced
and highly competent persons in their respective
fields of expertise. They take active part at the Board
and Committee Meetings by providing valuable
guidance to the Management on various aspects of
business, policy direction, governance, compliance
etc. and play pivotal role on strategic issues, which
enhances the transparency and add value in the
decision-making process of the Board of Directors.

CATEGORY OF THE DIRECTORS	NUMBER OF DIRECTORS
Executive	2
Non-executive
Non-executive Non-Independent 1 Director
Non-executive Non-Independent Director (Woman Director)	0
Non-executive Independent Director 1 (Woman Director)
Non-executive Independent Director	2
Total	6

Except, Mr. Shivchand Sharma who is the father of
Mr. Radheshyam Sharma & Mr. Raman Sharma and
Mr. Radheshyam Sharma who is the brother of Mr.
Raman Sharma, no other Director is related directly
or indirectly to any other Directors of the Company.

II. COMMITTEES OF THE BOARD

The Committees of the Board play a vital role in
the governance structure of the Company and help
the Board of Directors in discharging their duties
and responsibilities. The Committees have been
constituted to deal with specific areas / activities,
which concern the Company.

The Committees are set with clearly defined roles and
goals, which are crucial for the smooth functioning
of the Company. The Board is responsible for the
action of the Committees.

The Chairman of the respective Committees inform
the Board about the summary of the discussions
held in the Committee Meetings. The minutes of the
meetings of all the Committees are placed before the
Board for review.

There are currently Four Committees of the Board, as
follows:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate and Social Responsibility Committee

Below are the details of all the Committees along with
their compositions, and meetings held during the
year:

AUDIT COMMITTEE:

Pursuant to Provisions of Section 177 of the Companies
Act, 2013 during the financial year under review the
Audit Committee met Ten times on 26th April 2024,
27th May 2024, 11th July 2024 16th August 2024, 05th
October 2024, 12th November 2024,24th December
2024, 15th January 2025 ,27th February 2025 and 25th
March 2025.

Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of
the Companies Act, 2013, the Audit Committee reviews
reports of the internal auditor, financial performance
and meets statutory auditors as and when required and
discusses their findings, suggestions, observations and
other related matters. It also reviews major accounting
policies followed by the Company

Composition of the Audit Committee:

Composition of Audit Committee is as follows:

The Members of the Audit Committee are financially
literate and have requisite accounting and financial
management expertise. The Audit Committee Policy
of the Company is hosted on the Company''s Website
at: http://innovators.in/investors-corner/

B. NOMINATION AND REMUNERATION
COMMITTEE:

Pursuant to provisions of section 178 of the Companies
Act, 2013 during the financial year under review, the
Nomination and Remuneration Committee met Four
times on 16th August 2024, 05th October 2024, 15th
January 2025 and 27th February 2025.

I. Terms of Reference/Policy:

On recommendation of the Nomination and
Remuneration Committee the Company has framed a
policy as per Section 178 of the Companies Act, 2013
for selection and appointment of Directors, Senior
Management and their remuneration.

II. Composition of the Nomination and Remuneration
Committee:

Composition of Nomination and Remuneration
Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
	Mr. Subhash	Non-Executive	Chairman
1.	Chand Gupta	Independent Director
	Mr. Sunil	Non-Executive	Member
2.	Krishnarao Deshpande	Independent Director
	Mrs. Poonam	Non-Executive	Member
3.	Bhati	Independent Director
	Mr. Shivchand	Non-Executive	Member
4.	Sharma	Non -Independent Director

SR NO.	NAME	CATEGORY	DESIGNATION
	Mr. Subhash	Non-Executive	Chairman
1.	Chand Gupta	Independent Director
	Mr. Sunil	Non-Executive	Member
2.	Krishnarao Deshpande	Independent Director
	Mrs. Poonam	Non-Executive	Member
3.	Bhati	Independent Director
4.	Mr. Radheshyam Sharma	Managing Director	Member

The Company has Nomination and Remuneration
policy, which provides the criteria for determining
qualifications, positive attributes, independence
of a Director and policy relating to remuneration
for Directors, Key Managerial Personnel and other
employees in accordance with the provisions of Section
178 of the Companies Act, 2013. The Nomination and
Remuneration Policy of the Company is hosted on the
Company''s Website at: http://innovators.in/investors-
corner/

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to provisions of section 178 of the Companies
Act, 2013 during the financial year under review, the
Stakeholders Relationship Committee met Four times
on 27th May 2024, 16th August 2024, 12th November
2024 and 27th February 2025.

The Stakeholders Relationship Committee Policy o''
the Company is hosted on the Company''s Website at
http://innovators.in/investors-corner/

D. CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE:

Pursuant to provisions of section 135 of the Companies
Act, 2013 during the year under review, Corporate
Social Responsibility Committee Meeting was held by
the Company on 27th February, 2025. The details a:
per the provisions of Rule 8 of Companies (Corporate
Social Responsibility) Rules, 2014 is annexed herewith
as "Annexure IIâ to this report.

I. Terms of Reference/Policy:

Pursuant to the provisions of section 135 of the
Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules, 2014. The Company
has constituted Corporate Social Responsibility
Committee and framed a policy on Corporate Socia
Responsibility.

15. DECLARATION GIVEN BY INDEPENDENT
DIRECTORS:

The Company has received and taken on record the
declarations received from the Independent Director;
of the Company in accordance with the Sectior
149(6) of the Companies Act, 2013 confirming theii
independence and pursuant to Regulation 25 of the
Listing Regulations.

I. Terms of Reference/Policy:

Apart from all the matters provided under section 178 of
the Companies Act, 2013. The Stakeholders Relationship
Committee reviews the complaints received from the
stakeholders of the company as and when required

and discusses their findings, suggestions, observations
and other related matters.

II. Composition of the Stakeholders Relationship
Committee:

Composition of Stakeholders Relationship Committee
is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Mr. Subhash Chand Gupta	Non-Executive Independent Director	Chairman
2.	Mr. Sunil Krishnarao Deshpande	Non-Executive Independent Director	Member
3.	Mrs. Poonam Bhati	Non-Executive Independent Director	Member

16. SEPARATE MEETING OF INDEPENDENT
DIRECTORS:

During the year under review, pursuant to Schedule
IV of the Companies Act, 2013 and the Rules made
thereunder all the Independent Directors of the
Company met once without the attendance of
Non-Independent Directors and Members of the
Management.

The Non-Executive Independent Directors of the
Company met on 25th March, 2025. During the said
meeting, the following points were discussed:

â¢ The performance of Non-Independent Directors
and the Board as a whole.

â¢ The performance of the Chairman of the Company
taking into account the views of Executive Director
and Non-Executive Directors.

â¢ The quality, quantity and timeliness of flow of
information between the Company management
and the Board, that is necessary for the Board to
effectively and reasonably perform its duties.

All the Non-Executive Independent Directors were
present throughout the meeting. They expressed their
satisfaction on the governance process followed by
the Company as well as the information provided to
them on a timely basis.

17. POSTAL BALLOT

The Company sought the approval of its shareholders
on following matters by way of Special Resolutions
through postal ballot notice dated February 27, 2025,
by utilizing remote e-voting process only. For the said
postal ballot, remote e-voting began on March 1, 2025,
and concluded on March 31, 2025. On the final day of
remote e-voting, i.e. March 31, 2025, the resolutions
were passed with the necessary majority and the
outcomes were declared on April 1, 2025.

Details of Special Resolution passed through postal
ballot during FY 2024-25 is as under:

Sr.

Particulars

No.

Type of Resolution

Re-appointment of Mr.
Subhash Chand Gupta
(DIN: 08649898) as a

1. Non-Executive Independent
Director of the company with
effect from 15th January,
2025.

Special Resolution

Further, the Company had sought the approval of its shareholders by way of an ordinary resolution through notice of
postal ballot dated February 27, 2025, for approval material related party transactions. Details of Ordinary Resolution
passed are as under

Sr. No.	Particulars	Type of Resolution
2.	Approval of material Related Party Transaction(s) between the company with Innovators Contracting Works Private Limited (ICWPL) [identified as an associates of the Wholly Owned Subsidiary Company named Innovators Engineering Works Private Limited] u/s. 188 of the Companies Act, 2013 and rules made thereunder.	Ordinary Resolution
3.	Approval of material Related Party Transaction(s) between the company with Innovators Building Products Private Limited (IBPPL) u/s. 188 of the Companies Act, 2013 and rules made thereunder.	Ordinary Resolution
4.	Approval of material Related Party Transaction(s) between the company with Cleantech Engineering Private Limited (CEPL) u/s. 188 of the Companies Act, 2013 and rules made thereunder.	Ordinary Resolution

The aforementioned Postal Ballot were conducted
solely through the remote e-voting process in
accordance with provisions of Sections 108 and 110, as
well as other applicable provisions of the Act and its
corresponding Rules. Mrs. Priti Nikhil Jajodia, Practicing
Company Secretary (Mem. No. ACS 36944 /C.P. No.
19900), was appointed as Scrutinizer, for conducting
the above Postal Ballots through the remote e-voting
process fairly and transparently and following the
provisions of the Act and the rules made thereunder.

18. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has pursuant
to the provisions of Section 177(9) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 established Vigil
Mechanism Policy-Whistle Blower Policy for Directors
and employees of the Company to provide a mechanism
which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns
of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any financial
statements and/or reports, etc.

The employees of the Company have the right to
report their concern or grievance to the Chairman of
the Audit Committee. The Company is committed to
adhere to the highest standards of ethical, moral and
legal conduct of business operations. The Whistle
Blower Policy is hosted on the Company''s website at:
innovators.in/investors-corner/.

19. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which
may lead to negative consequences on the Company''s
businesses. Risk management is a structured approach
to manage uncertainty. The Board has adopted a Risk
Management Policy for all its business divisions and
corporate functions and the same have embraced
in the decision making to ease the risk involved. Key
business risks and their mitigation are considered in

day-to-day working of the Company and also in the
annual/strategic business plans and management
reviews.

20. PERFORMANCE EVALUATION:

Nomination and Remuneration Committee of the
Board has formulated a Performance Evaluation
Framework under which evaluation of the performance
of Board as a whole, its committees and the individual
directors was carried out. The Board subsequently
evaluated performance of the Board, the Committees
and Independent Directors; without participation
of the concerned Director. The Nomination and
Remuneration Committee has approved the Policy
relating to evaluation of every director''s performance.
Accordingly, evaluation of all directors was carried
out.

21. DETAILS WITH RESPECT TO THE PROGRAMME
FOR FAMILIARISATION OF INDEPENDENT
DIRECTORS:

The familiarization programme aims to provide
Independent Directors with the industry scenario, the
socio-economic environment in which the Company
operates, the business model, the operational and
financial performance of the Company, significant
developments so as to enable them to take
well informed decisions in a timely manner. The
familiarization program also seeks to update the
Directors on the roles, responsibilities, rights and
duties under the Act and other statutes.

22. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the
Annual Report and is marked as âAnnexure III â to this
Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management Discussion and Analysis Report for
the year under review as required pursuant to the
provisions of Schedule V of the SEBI Regulations
forms part of this Annual Report.

24. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are
as under:

i. STATUTORY AUDITORS:

At the Annual General Meeting of the Company
held on 18th September, 2024, M/s. DMKH &
Co., Chartered Accountants, Mumbai (Firm
Registration Number 116886W), were appointed
as statutory auditors of the Company for a term
of five years [i.e., till the conclusion of Annual
General Meeting to be held in Financial Year 2029Â¬
2030].

The requirement to place the matter relating
to appointment of auditors for ratification by
members at every AGM has been done away by
the Companies (Amendment) Act, 2017 with effect
from 07th May, 2018. Accordingly no resolution is
being proposed for ratification of appointment of
statutory auditors at the ensuing AGM.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON
ACCOUNTS FOR THE YEAR ENDED 31st MARCH
2025:

The auditor''s report for the financial year
ended 31st March, 2025 does not contain any
qualification, reservation or adverse remark and
therefore, do not call for any further explanation
or comments from the Board under Section 134(3)
of the Companies Act, 2013.

iii. FRAUD REPORTING:

During the year under review, there were no
instances of fraud falling within the purview of
Section 143 (12) of the Companies Act, 2013 and
rules made thereunder, by officers or employees
reported by the Statutory Auditors of the Company
during the course of the audit conducted.

25. SECRETARIAL AUDITOR:

The Secretarial Auditor, M/s. Jajodia & Associates,
Practicing Company Secretary in practice, (COP No.
19900), has issued Secretarial Audit Report for the
Financial Year 2024-25 pursuant to provisions of
Section 204 of the Companies Act, 2013, read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, which is annexed
as "Annexure IVâ and forms part of this Report.

26. INTERNAL AUDITORS:

During the financial year under review, M/s. K. C. Shah &
Associates Chartered Accountants (Firm Registration
Number 159487W), Internal Auditors of the Company
has carried the Internal Audit and submitted their
Report thereon as per the provisions of Section 138 of
Companies Act, 2013.

27. COST AUDITORS:

The provisions of section 148(1) of the Companies Act,
2013 are applicable to the Company and accordingly
the Company has maintained cost accounts and
records for the year ended March 31, 2025. The Cost
Auditors of the Company M/S. Y R. Doshi & Co., have
carried out the Cost Audit for the financial year ended
March 31, 2025 and submitted their Report thereon
and filed with Ministry of Corporate Affairs. Pursuant
to the provisions of section 148 of the Companies
Act, 2013 and as per the Companies (Cost Records
and Audit) Rules, 2014 and amendments thereof,
the Board, on the recommendation of the Audit
Committee, has approved the appointment of M/s YR.
Doshi & Co., Cost Accountants, as the Cost Auditors
for the Company for the financial year ending March
31, 2026 at a remuneration of ^ 40,000 plus taxes and
out of pocket expenses. A proposal for ratification of
remuneration of the Cost Auditor for the FY 2025-26
is placed before the Shareholders for approval in the
ensuing Annual General Meeting.

28. ENERGY CONSERVATION,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO:

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 as mentioned below:

a) Conservation of Energy:

Steps taken for	Company lays great emphasis on
conservation	saving consumption of energy.
Steps taken for utilizing	Achieving reductions in energy
alternate sources of	consumption is an ongoing
energy	exercise in the Company. Effective
Capital investment on	measures have been taken to
energy conservation	minimize the loss of energy,
equipmentâs	wherever possible.

Efforts made towards technology absorption	Considering the nature of activities of the Company,
	there is no requirement
	with regard to technology

Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

c) Foreign Exchange Earnings and Outgo:

Particulars	FY 2024-25	FY 2023-24
Actual Foreign Exchange	NIL	NIL
earnings
Actual Foreign Exchange outgo	31.08	9.99

29. DEPOSITS:

The Company has not accepted any deposit or
unsecured loans from the public within the meaning of
Section 73 of the Companies Act, 2013 read with The
Companies (Acceptance of Deposits ) Rules, 2014.

30. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for
prevention of insider trading with a view to regulate
trading in securities by the Directors and designated
employees of the Company. The Code requires preÂ¬
clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in
possession of unpublished price sensitive information
in relation to the Company and during the period
when the Trading Window is closed. The Board is
responsible for implementation of the Code.

All Directors and the designated employees have
confirmed compliance with the Code.

The Company has in place Prevention of Sexual
Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment
complaints received and disposed of during the year
2024-25:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

2. GENERAL:

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

I. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

II. There is no change in the nature of the business of
the company.

III. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

IV. Neither the Managing Director nor the Whole -time
Directors of the Company receive any remuneration
or commission from any of its subsidiaries.

53. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according
to the information and explanation obtained by them,
your Directors make the following statements in terms
of Section 134(5) of the Companies Act, 2013:

i. That in the preparation of the annual accounts,
the applicable accounting standards have been
followed and there are no material departures;

ii. That such accounting policies selected and applied
them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
Profit of the Company for that period;

iii. That proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud

and other irregularities;

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

v. That proper internal financial controls have been
laid down and that such controls are adequate and
are operating effectively.

vi. That proper systems to ensure compliance with
the provisions of all applicable laws and that such
systems were adequate and operating effectively.

34. GREEN INITIATIVE:

Electronic copies of the Annual Report 2024-25 and
the Notice of the 26th AGM are sent to all members
whose email addresses are registered with the
Company / Depository Participant(s).

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their
grateful appreciation for the excellent assistance and
co-operation received from all our Clients, Financial
Institutions, Bankers, Business Associates and the
Government and other regulatory authorities and
thanks all stakeholders for their valuable sustained
support and encouragement towards the conduct of
the proficient operation of the Company.

Your Directors would like to place on record their
gratitude to all the employees who have continued
their support during the year.

Date: 20^th August, 2025 For and on behalf of the Board

Place: Thane

Registered Office:

204, Bldg No. B-65, Jaydeep Shanti Radheshyam Sharma Raman Sharma

Nagar, Sector 1, Managing Director Whole Time Director

Mira Road - (East), Thane - 401107 DIN: 00340865 DIN: 01484372

Mar 31, 2024

The year 2024 marks the Silver Jubilee of our Company, celebrating 25 years of immense hard work & dedication in the creation of legacy of this Company. Your directors are presenting Twenty Fifth Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31^stMarch, 2024.

1. FINANCIAL STATEMENTS & RESULTS:

I. FINANCIAL RESULTS:

The Company''s performance for the year ended 31^st March 2024 as compared to the previous financial year, is summarized below:

(C In Lakhs)
	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	21,510.91	18,097.69	21,510.91	18,097.69
Other Income	348.92	111.78	349.52	93.03
Total Revenue	21,859.83	18,209.47	21860.43	18,190.72
EBITDA	3,193.49	1,913.18	3,204.57	1,908.75
Finance Cost	832.62	643.51	832.62	641.50
Depreciation	365.12	294.99	365.12	294.99
Profit Before Tax	1,995.75	974.68	2006.83	972.26
Current & Deferred Tax	479.17	130.13	480.39	130.13
Profit After Tax	1,516.58	844.55	1,526.44	842.13
Financial Ratios
EBITDA (% of Revenue from Operation)	14.85	10.57	14.90	10.54
PBT (% of Revenue from Operation)	9.28	5.39	9.33	5.37
PAT (% of Revenue from Operation)	7.05	4.67	7.10	4.65

II OPERATIONS:

The Company is engaged in the business of designing, engineering, fabrication, supply and installation of fagade systems. There has been no change in the business of the Company during the financial year ended 31^stMarch, 2024.

A. Revenue from Operations

During FY 2023-24, the Company has recorded total revenue of C 21,510.91 lakhs from its fagade business. A growth of around 18.74 % as compared to previous financial year.

B. EBITDA

EBITDA (Standalone) for the current financial year has increased to C 3,193.49 lakhs from C 1,913.18 lakhs in previous financial year. EBITDA as a % of Revenue has shown a growth from 10.57% to 14.85%. Consolidated EBITDA in current financial year has increased to 3,204.57

lakhs from 1,908.75 lakhs in previous financial year.

C. Net Margin / Profit After Tax

Profit after Tax has increased to C 1516.58 lakhs in FY 2023-24 as compared to C 844.55 lakhs in previous financial year. Net Margin Ratio (Net profit after tax to turnover) in FY 2023-24 is 7.05 % against 4.67 % in FY 2022-23. Consolidated Profit after Tax in current financial year has increased to C 1,526.44 lakhs from C 842.13 lakhs in previous financial year.

D. Debtors Turnover

Debtors Turnover Ratio in FY 2023-24 is 17.51 % against 19.07 % in FY 2022-23.

E. Return on Net Worth

Return on Net Worth in FY 2023-24 is

11.93 % against 7.55 % in FY 2022-23

2. DIVIDEND:

I n order to conserve the resources of company, the directors are not recommending any dividend for the FY 2023-24.

3. AMOUNT TRANSFERRED TO RESERVES:

The Board hasn''t recommended any amount to be transferred to the reserves for the financial year under review.

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

There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website www.innovators.in

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

The details of the subsidiaries, joint ventures or associate companies are as mentioned below:

Sr. No.	Name of the Company	Subsidiary/Joint Venture /Associate
1.	Innovators Engineering Works Private Limited	Wholly Owned Subsidiary Company
2.	Innovators Fagade Solutions (West) Private Limited	Wholly Owned Subsidiary Company (struck-off w.e.f 27.06.2024)
3.	Innovators Fagade Solutions (South) Private Limited	Wholly Owned Subsidiary Company (struck-off w.e.f 27.06.2024)
4.	Innovators Fagade Solutions (North) Private Limited	Wholly Owned Subsidiary Company (struck-off w.e.f 27.06.2024)
5.	Innovators Contracting Works Private Limited	Associates of the Wholly Owned Subsidiary Company -Innovators Engineering Works Private Limited (w.e.f. 31^st October, 2023)

Further, a statement containing the salient features of the financial statement of subsidiary Company in the prescribed format AOC 1 is appended as an "Annexure Iâ to the Board''s report. The statement also provides the details of performance, financial positions of the subsidiary company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on website of the Company on http:// www.innovators.in.

These documents will also be available for inspection during the business hours at the registered office of the Company.

7. MATERIAL CHANGES AND COMMITMENTS:

Due to various technical difficulties in mobilizing the required resources, region specific business operations could not commence in 3 (three) wholly owned subsidiary Companies (non-functional and non-material) namely, Innovators Fagade Solutions (West) Private Limited, Innovators Fagade Solutions (South) Private Limited and Innovators Fagade Solutions (North) Private Limited, since their incorporation in F.Y. 202223. These subsidiary Companies have applied for strike off during the year and were approved by the Ministry of Corporate Affairs. The initial Investments in equity shares of these Companies total amounting to C 3 lakh (C 1 lakh in each) have been written off by the Company.

Apart from this, no other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March, 2024 to which these financial statements relate and the date of this report.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

the financial year under review, were in ordinary course of business and have been transacted at arm''s length basis. During the year under review, all contracts / arrangements / transactions entered into by the Company with related parties were approved by the Audit Committee and Prior omnibus approval is obtained for related party transactions which are repetitive in nature and entered in the ordinary course of business and on arm''s length basis.

Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report. The Policy on dealing with Related Party Transactions may be accessed on the Company''s website at the link: http://innovators.in/investors-corner/

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 if any, have been disclosed in the notes to the standalone financial statements forming part of the Annual Report.

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

During the year under review there has been no such significant and material orders passed by the

regulators or courts or tribunals impacting the going concern status and company''s operations in future.

12. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shivchand Sharma (DIN: 00298265) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of 25^th AGM for seeking approval of Members. The Directors recommended his re-appointment for your approval. A brief profile relating to him is given separately as an annexure to the AGM Notice.

Following changes were recorded in the composition of KMP of the Company:-

13. SHARE CAPITAL:

The details of Share Capital of the Company are as under:

Particulars		As at 31st March 2024		As at 31st March 2023
		Number of Shares	Amount (In D)	Number of Shares	Amount (In E)
(a)	Authorised Capital:
	Equity Shares of C 10/- each	2,10,00,000	21,00,00,000	2,10,00,000	21,00,00,000
(b)	Issued, Subscribed & Paid-up Capital:
	Equity Shares of C 10/- each	1,88,67,808	18,86,78,080	1,88,67,808	18,86,78,080

14. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

I. BOARD OF DIRECTORS:

The composition of the Board as on 31^st March, 2024 is in conformity with the provisions of the Companies Act, 2013.

The Board of Directors met thirteen times during the financial year under review on 08^th May 2023, 29^thMay 2023, 11^th July 2023, 31^st July 2023, 14^th September 2023, 09^th November 2023, 12^th December 2023, 19^th January 2024, 29^th February 2024, 16^th March 2024, 19^th March 2024, 28^th March 2024 and 30^th March 2024.

NAME	APPOINTMENT/ DATE OF DESIGNATION RESIGNATION EVENT
Mrs. Radhika	Company	Resignation	30^th
Agarwal	Secretary		November, 2023.
Ms. Vedashri	Company	Appointment	12^th
Chandrashekhar Secretary Chaudhari			December, 2023.

COMPOSITION OF THE BOARD:

The Company has a very balanced and diverse composition of Board of Directors, which primarily takes care of the business needs and stakeholders'' interest. The Nonexecutive Directors including Independent Directors on the Board are experienced and highly competent persons in their respective fields of expertise. They take active part at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play pivotal role on strategic issues, which enhances the transparency and add value in the decisionmaking process of the Board of Directors.

CATEGORY OF THE DIRECTORS	NUMBER OF DIRECTORS
Executive	2
Non-executive
Non-executive Non-Independent Director	1
Non-executive Non-Independent Director (Woman Director)	0
Non-executive Independent Director (Woman Director)	1
Non-executive Independent Director	2
Total	6

Except, Mr. Shivchand Sharma who is the father of Mr. Radheshyam Sharma & Mr. Raman Sharma and Mr. Radheshyam Sharma who is the brother of Mr. Raman Sharma, no other Director is related directly or indirectly to any other Directors of the Company.

II. COMMITTEES OF THE BOARD

The Committees of the Board play a vital role in the governance structure of the Company and help the Board of Directors in discharging their duties and responsibilities. The Committees have been constituted to deal with specific areas / activities, which concern the Company.

The Committees are set with clearly defined roles and goals, which are crucial for the smooth functioning of the Company. The Board is responsible for the action of the Committees.

The Chairman of the respective Committees inform the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all the Committees are placed before the Board for review.

There are currently Four Committees of the Board, as follows:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate and Social Responsibility Committee

Below are the details of all the Committees along with their compositions, and meetings held during the year:

A. AUDIT COMMITTEE:

Pursuant to Provisions of Section 177 of the Companies Act, 2013 during the financial year under review the Audit Committee met Three times on 27^th April 2023, 29^th May 2023, 11^th July 2023, 14^th September 2023, 09^thNovember 2023 and 16^th March 2024.

I. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews reports of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

II. Composition of the Audit Committee: Composition of Audit Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Mr. Subhash Chand Gupta	Non Executive Independent Director	Chairman
2.	Mr. Sunil Krishnarao Deshpande	Non Executive Independent Director	Member
3.	Mrs. Poonam Bhati	Non Executive Independent Director	Member
4.	Mr. Radheshyam Sharma	Managing Director	Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The Audit Committee Policy of the Company is hosted on the Company''s

Website at: http://innovators.in/investors-corner/

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Nomination and Remuneration Committee met Twice on 08^thMay 2023 and 12^th December 2023.

I. Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

II. Composition of the Nomination and Remuneration Committee:

Composition of Nomination and Remuneration Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Mr. Subhash Chand Gupta	Non Executive Independent Director	Chairman
2.	Mr. Sunil Krishnarao Deshpande	Non Executive Independent Director	Member
3.	Mrs. Poonam Bhati	Non Executive Independent Director	Member
4.	Mr. Shivchand Sharma	Non Executive Non -Independent Director	Member

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company''s Website at: http://innovators.in/investors-corner/

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Stakeholders Relationship Committee met twice (2) times on 29^th May 2023 & 09^th November 2023.

I. Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations and other related matters.

II. Composition of the Stakeholders Relationship Committee:

Composition of Stakeholders Relationship Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Mr. Subhash Chand Gupta	Non Executive Independent Director	Chairman
2.	Mr. Sunil Krishnarao Deshpande	Non Executive Independent Director	Member
3.	Mrs. Poonam Bhati	Non Executive Independent Director	Member

The Stakeholders Relationship Committee Policy of the Company is hosted on the Company''s Website at: http://innovators.in/ investors-corner/

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to provisions of section 135 of the Companies Act, 2013 during the year under review, Corporate Social Responsibility Committee Meeting was held by the Company on 29^th February, 2024. The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as "Annexure IIâ to this report.

I. Terms of Reference/Policy:

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.

The Company has constituted Corporate Social Responsibility Committee and framed a policy on Corporate Social Responsibility.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declarations received from the Independent Directors of the Company in accordance with the Section 149(6) of the Companies Act, 2013 confirming their independence and pursuant to Regulation 25 of the Listing Regulations.

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder all the Independent Directors of the Company met once without the attendance of Non-Independent Directors and Members of the Management.

The Non-Executive Independent Directors of the Company met on 30^th March, 2024. During the said meeting, the following points were discussed:

â¢ The performance of Non-Independent Directors and the Board as a whole.

â¢ The performance of the Chairman of the Company taking into account the views of Executive Director and Non-Executive Directors.

â¢ The quality, quantity and timeliness of flow of information between the Company management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

All the Non-Executive Independent Directors were present throughout the meeting. They expressed their satisfaction on the governance process followed by the Company as well as the information provided to them on a timely basis.

17. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company''s website at: innovators.in/ investors-corner/.

18. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/ strategic business plans and management reviews.

19. PERFORMANCE EVALUATION:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every director''s performance. Accordingly, evaluation of all directors was carried out.

20. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure INâ to this Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required pursuant to the provisions of Schedule V of the SEBI Regulations forms part of this Annual Report.

23. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

i. STATUTORY AUDITORâS APPOINTMENT:

At the Annual General Meeting of the Company held on 27^th September, 2021, M/s. S G C O & Co LLP, Chartered Accountants, Mumbai (Firm Registration Number 112081W/W100184), were appointed as statutory auditors of the Company for a term of three years [i.e., till the conclusion of Annual General Meeting to be held in Financial Year 2024-2025], accordingly the term of appointment has come to an end. Hence, fresh appointment resolution is being proposed for appointment of Statutory Auditors of M/S DMKH & Co., Chartered Accountants, bearing (Firm Registration Number 116886W) for a term of 5 years to hold office from the conclusion of this 25^thAnnual General Meeting till the conclusion of Annual General Meeting to be held in the Financial Year 2029-30.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2024:

The auditor''s report for the financial year ended 31^st March, 2024 does not contain any qualification, reservation or adverse remark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

iii. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

24. SECRETARIAL AUDITOR:

The Secretarial Auditor, M/s. Jajodia & Associates, Practicing Company Secretary in practice, (COP No. 19900), has issued Secretarial Audit Report for the Financial Year 2023-24 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as "Annexure IVâ and forms part of this Report.

25. INTERNAL AUDITORS:

During the financial year under review, M/s. Omprakash Gehlot & Co. Chartered Accountants (Firm Registration Number 137081W.), Internal Auditors of the Company has carried the Internal Audit and submitted their Report thereon as per the provisions of Section 138 of Companies Act, 2013.

26. COST AUDITORS:

Pursuant to the provisions of section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s Y.R. Doshi & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending March 31, 2025 at a remuneration of C 35,000 plus taxes and out of pocket expenses.

A proposal for ratification of remuneration of the Cost Auditor for the FY 2024-25 is placed before the Shareholders for approval in the ensuing Annual General Meeting

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

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 as mentioned below:

a)	Conservation of Energy:
	Steps taken for Company lays great conservation emphasis on saving Steps taken for ^{consumption of energy}. utilizing alternate ^{Achieving reductions in} sources of ^{energy consumption is}energy an ongoing exercise in -the Company. Effective ^Capital measures have been taken to ^investm^ent minimize the loss of energy, ^{on energy} wherever possible. conservation equipment''s
b)	Technology Absorption:
	Efforts made towards Considering the nature technology absorption of activities of the
	Benefits derived like ^Company, ^{there is}product improvement, ^{no requirement} ^^thcost reduction, product ^reu^{gard to technology}development or import ^absorption.substitution
	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
	Details of technology Nil imported
	Year of import Not Applicable
	Whether the technology Not Applicable has been fully absorbed
	If not fully absorbed, Not Applicable areas where absorption has not taken place, and the reasons thereof
	Expenditure incurred Nil on Research and Development
c)	Foreign Exchange Earnings and Outgo:
	(Amount in Lakhs.)
	Particulars FY 2023-24 FY 2022-23
	Actual Foreign NIL Nil Exchange earnings
	Actual Foreign 9.99 147.29 Exchange outgo

28. DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

29. PREVENTION OF INSIDER TRADING:

Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

30. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

31. GENERAL:

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

I. I ssue of equity shares with differential rights as to dividend, voting or otherwise.

II. There is no change in the nature of the business of the company.

III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

IV. Neither the Managing Director nor the Whole -time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

32. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i. That in the preparation of the annual accounts, the applicable accounting

standards have been followed and there are no material departures;

ii. That such accounting policies selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

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

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

v. That proper internal financial controls have been laid down and that such controls are adequate and are operating effectively.

vi. That proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively.

33. GREEN INITIATIVE:

Electronic copies of the Annual Report 2023-24 and the Notice of the 25^th AGM are sent to all members whose email addresses are registered with the Company / Depositary Participant(s).

34. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company.

Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Mar 31, 2018

The Directors have pleasure in presenting Nineteenth Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS:

I.FINANCIAL RESULTS:

The Companyâs performance for the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

Particulars	Standalone		Consolidated
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from Operations	15,417.46	10,023.51	15,417.46	10,023.51
Other Income	100.98	212.45	100.98	212.45
Total Revenue	15,518.44	10,235.96	15,518.44	10,235.96
EBITDA	2,262.44	1,150.14	2,260.85	1,147.68
Finance Cost	871.53	618.84	871.53	618.84
Depreciation	220.88	238.71	220.88	238.71
Profit Before Tax	1,170.02	292.59	1,168.44	290.00
Tax Expense	377.13	248.40	376.54	248.40
Profit After Tax	792.89	44.19	791.90	41.60

II. OPERATIONS:

The Company is engaged in the business of designing, engineering, fabrication, supply and installation offagade systems. There has been no change in the business of the Company during the financialyearended31stMarch,2018.

- The highlights of the Companyâs performance on standalone basis are as under:

Revenue from Operation in FY18 has increased to Rs. 15,417.46 lakhs from Rs. 10,023.51 lakhs in FY17. EBITDA for Current financial year is Rs. 2,262.44 lakhs (i.e. 14.67 % of Revenue from Operations) as compared to Rs. 1,150.14 lakhs (i.e. 11.47 % of Revenue from Operations) in previous financial year. Profit Before Tax has increased to Rs. 1,170.02 lakhs in FY18 as compared to Rs. 238.71 lakhs in FY17. Profit After Tax has increased to Rs. 792.89 lakhs in FY18 as against Rs. 44.19 lakhs in FY17.

- The highlights of the Companyâs performance on consolidated basis are as under :Consolidated Profit After Tax has increased to Rs. 791.90 lakhs in FY18 as against Rs. 41.60 lakhs in FY17.

2. DIVIDEND:

In order to conserve the resources of company the directors are not recommending any divided for the FY 2017-18.

3. AMOUIMT TRANSFERED TO RESERVES:

The Board hasnât recommended any amount to be transferred to the reserves for the financial year under review.

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

There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act is attached as âAnnexure Iâ which forms part of this Report.

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

The details of the subsidiaries, joint ventures or associate companies are as mentioned below:

Sr. No.	Name of the Company	Subsidiary/Joint Venture /Associate
1.	M/s. KapindraMultitrade Private Limited	Subsidiary Company

Further, a statement containing the saIient features of the financiaI statement of subsidiary Company in the prescribed format AOC-1 is appended as âAnnexure IIâ to the Boardâs report. The statement also provides the details of performance, financial positions of the subsidiary.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March, 2018 to which these financial statements relate and the date of this report.

8. DETAILS OF INITIAL PUBLIC OFFER (IPO):

After the Balance Sheet date, the company has issued 56,60,800 equity shares of Rs. 10/- each at an issue price of Rs. 72/- each aggregating to Rs. 40.76 crores. The equity shares of the company are listed on BSE SME Stock Exchange with effect from 24th May, 2018.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

Adequate internal control systems commensurate with the nature of the Companyâs business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

10. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All related party transactions/contracts/arrangements that were entered into by the Company during the financial year under review were on an armâs length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. There are no material significant related party transactions made by the company with promoters, directors, KMP and senior management personnel which may have a potential conflict with the interest of the company at large. Also, there are no material transaction with any related party that are required to be disclosed under form AOC-2. The Policy on dealing with Related Party Transactions may be accessed on the Companyâs website at the link: http://innovators.in/investors-corner/

11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

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

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

13. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

During the financial year following changes were recorded in the composition of Board of Directors of the Company:

NAME OF THE DIRECTORS	POSITION	NATURE OF CHANGE	DATE OF EVENT
Mr. Shivchand Sharma (DIN : 00298265)	Director	Appointment	08/01/2018
Mr. Phoolshankar Shrimali (DIN : 03549729)	Additional, Nonexecutive Director	Appointment	16/02/2018
Mr. Sunil Deshpande (DIN : 08065585)	Additional, Nonexecutive Director	Appointment	16/02/2018
Mr. Radheshyam Sharma (DIN:00340865)	Managing Director	Change in Designation	17/02/2018
Mrs. Anjana Sharma (DIN:00360233)	Whole-Time Director	Change in Designation	17/02/2018
Ms. Poonam bhati (DIN : 08081236)	Additional, Nonexecutive Director	Appointment	09/03/2018

Further, pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rules framed thereunder, following were appointed as Key Managerial Personnel (KMP) of the Company.

NAME OF KMP	DESIGNATION	DATE OF EVEN
Mr. Radheshyam Sharma (DIN:00340865)	Managing Director	17/02/2018
Mrs. Anjana Sharma (DIN:00360233)	Whole-Time Director	17/02/2018
Mrs. Priti Raman Sharma	Chief Financial Officer	16/02/2018
Ms. Rad hi ka Vimal Tibrewala	Company Secretary	09/03/2018

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shivchand Sharma (DIN: 00298265) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment.

Necessary resolution for his re-appointment is included in the Notice of 19th AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval.

A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

14. SHARE CAPITAL

The details of Share capital of the Company areas under:

Particulars	As at 31^st March 2018		As at 31^st March 2017
Particulars	Number of Shares	Amount (In Rs.)	Number of Shares	Amount (In Rs.)
(a) Authorised Capital: Equity Shares of Rs. 10/- each	2,10,00,000	210,000,000	1,10,00,000	110,000,000
(b) Issued. Subscribed Paidun Capital: Equity Shares of Rs. 10/- each	13,20,70,08	13,20,70,080	1,02,85,750	102,857,500

NOTE:

During the year, the Company has increased authorised share capital from Rs. 11,00,00,000 (divided into 1,10,00,000 equity shares of face value of Rs.10/- each) to Rs.17,00,00,000 (divided into 1,70,00,000 equity shares of the face value of Rs.10/- each) and further to Rs.21,00,00,000 (divided into 2,10,00,000 equity shares of the face value of Rs.10/- each) vide resolution passed in the extraordinary general meeting of the Company held on 29th January, 2018 and 21st February, 2018 respectively.

During the year, the Company has allotted 13,89,000 equity shares of Rs.10/- each at a premium of Rs.62/- per share under private placement by conversion of their unsecured loan into equity vide resolution passed in the meeting of board of directors of the Company held on 24th February, 2018. Also, the Company has allotted 15,32,258 equity shares of Rs.10/- each at a premium of Rs.52/- per share byway of private placement vide resolution passed in the meeting of board of directors of the Company held on 7th March, 2018.

15. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

I. BOARD OF DIRECTORS:

The composition of the Board as on 31st March, 2018 is in conformity with the provisions of the Companies Act, 2013 and Regulation 17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Regulationsâ).

The Board of Directors met 18 times during the financial year under review, on 05th May, 2017,28th June, 2017, 08th August, 2017, 04th September, 2017, 27th October, 2017,07th November, 2017, 04th January, 2018, 08th January, 2018, 02nd February, 2018,16th February, 2018, 20th February, 2018, 24th February, 2018, 01st March, 2018, 07th March, 2018, 09th March, 2018, 14th March, 2018,19th March, 2018 and 21st March, 2018.

COMPOSITION OF THE BOARD:

The Company has a very balanced and diverse Board of Directors, which primarily takes care of the business needs and stakeholdersâ interest. The Non-executive Directors including Independent Directors on the Board are experienced, competent and highly renowned persons from their respective fields of expertise. They take active part at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play pivotal role on strategic issues, which enhances the transparency and add value in the decision making process of the Board of Directors.

CATEGORY OF THE DIRECTORS	NUMBER OF DIRECTORS
Executive	1
Executive Woman Director	1
Non-executive
a) Non -executive Nonindependent Director	1
b) Non -executive Independent Director	3
Total	6

Except Mr. Shivchand Sharma who is the father of Mr. Radheshyam Sharma and Mr. Radheshyam Sharma is the husband of Mrs. Anjana Radheshyam Sharma, no other Director is related directly or indirectly to any other Directors of the Company.

II. AUDIT COMMITTEE:

The Board of Directors at their meeting held on 09th March, 2018 have constituted Audit Committee under Section 177(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015.

The Audit Committee met once during the financiaI year under review on 21st March,2018.

COMPOSITION OF THE AUDIT COMMITTEE:

Composition of Audit Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Phoolshankar Murlidhar Shrimali	Non-Executive Independent Director	Chairman
2	Sunil Krishnarao Deshpande	Non-Executive Independent Director	Member
3	Poonam Bhati	Non-Executive Independent Director	Member
4	Radheshyam Sharma	Managing Director	Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise.

III. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors at their meeting held on 09th March, 2018 have constituted the Nomination and Remuneration Committee in Compliance with the provision of Section 178 of the Companies Act, 2013 read with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015. During the financial year 2017-18, no committee meetings were held.

Composition of Nomination and Remuneration Committee is as follows:

SR NO,	NAME	CATEGORY	DESIGNATION
1.	Phoolshankar Murlidhar Shrimali	Non-Executive Independent Director	Chairman
2	Sunil Krishnarao Deshpande	Non-Executive Independent Director	Member
3	Poonam Bhati	Non-Executive Independent Director	Member
4	Shivchand Sharma	Non-Executive Non -IndependentDirector	Member

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Companyâs Website at: http://innovators.in/investors-corner/

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors at their meeting held on 09th March, 2018 have constituted the Stakeholders Relationship Committee in Compliance with the provision of Section 178 of the Companies Act, 2013 read with Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary acts as the Secretary of the Stakeholdersâ Relationship Committee. During the financial year 2017-18, no committee meetings were held.

COMPOSITION OF THE STAKEHOLDER RELATIONSHIP COMMITTEE:

Composition of Stakeholder Relationship Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Phoolshankar Murlidhar Shrimali	No n- Executive Independent Director	Chairman
2	Sunil Krishnarao Deshpande	Non-Executive Independent Director	Member
3	Poonam Bhati	Non-Executive Independent Director	Member
4	Radheshyam Sharma	Managing Director	Member

V. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Directors at their meeting held on 09th March, 2018 have constituted the Corporate Social Responsibility (CSR) Committee in Compliance with the provision of Section 135 of the Companies Act, 2013 read with applicable Rules. Further, during the year under review, the provisions of Companies Act, 2013relatingtoCSRwerenotapplicabletothecompany.

COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Composition of Corporate Social Responsibility Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Radheshyam Sharma	Managing Director	Chairman
2.	Anjana Sharma	Whole Time Director	Member
3.	Shivchand Sharma	Non-Executive Non -Independent Director Director	Member
4	Phoolshankar Murlidhar Shrimali	Non-Executive independent Director	Member

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR policy of the Company is available on the Companyâs web-site and can be accessed in the link provided herein http://innovators. in/investors-corner/

VI. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

16. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrector misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companyâs website at: http://innovators.in/investors-corner/

17. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companyâs businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/strategic business plans and management reviews.

18. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every directorâs performance. Accordingly, evaluation of all directors was carried out.

19. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The details of programme for familiarisation of Independent Directors are put up on the website of the Company at the link: http://innovators.in/investors-corner/

20. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. In terms of Section 136 of the Act, the Reports and accounts are being sent to the members and others entitled thereto, excluding the information on employeesâ particulars mentioned in Section 197 (12) of the Companies Act, 2013 and Rule5oftheCompanies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, which is available for inspection by the members at the Registered Office of the Company during business hour on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Schedule V of the SEBI Regulations forms part of this Annual Report.

22. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports areas under:

a. STATUTORY AUDITORS:

At the Annual General Meeting of the Company, M/s. S G C O & Co LLP, Chartered Accountants, Mumbai (Firm Registration Number 112081W/W100184), were appointed as statutory auditors of the Company for a term of five years [i.e., till the conclusion of Annual General Meeting to be held in FY 2021-2022],

Section 139 of the Act has been amended vide the Companies (Amendment) Act, 2017 by the Ministry of Corporate Affairs on May 7, 2018 and has done away with the requirement of seeking ratification of Members for appointment of Auditors at every AGM. Accordingly, no Resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM. Under Sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2018:

The auditorâs report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

d. SECRETARIAL AUDIT REPORT FORTHE YEAR ENDED 31st MARCH 2018:

The company does not falls under the criteria mentioned in the provisions of Secretarial Audit under section 204 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the company is not required to get secretarial audit done for the financial year 2017-18.

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

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 as mentioned below:

24. DEPOSITS:

25. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

I) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) That such accounting policies selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the Profit of the Company for that period;

iii) That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the annual accounts on a going concern basis;

v) That proper internal financial controls have been laid down and that such controls are adequate and are operating effectively.

vi) That proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. There is no change in the nature of the business of the company

III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

IV. Neither the Managing Director nor the Whole either the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

29. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Date : 25th August, 2018 For and on behalf of the Board

Place: Thane Sd/- Sd/-

(Radheshyam Sharma) (Anjana Sharma)

Managing Director Director

DIN: 00340865 DIN: 00360233

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Directors Report of Innovators Facade Systems Ltd.

1. FINANCIAL STATEMENTS & RESULTS:

I. FINANCIAL RESULTS:

II. OPERATIONS:

A. Revenue from Operations

B. EBITDA

C. Net Margin / Profit After Tax

D. Debtors Turnover

E. Return on Net Worth

>. DIVIDEND:

. AMOUNT TRANSFERRED TO RESERVES:

. SHARE CAPITAL:

14. DISCLOSURES RELATED TO BOARD, COMMITTEESAND POLICIES:

I. BOARD OF DIRECTORS:

COMPOSITION OF THE BOARD:

II. COMMITTEES OF THE BOARD

AUDIT COMMITTEE:

B. NOMINATION AND REMUNERATIONCOMMITTEE:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

16. SEPARATE MEETING OF INDEPENDENTDIRECTORS:

17. POSTAL BALLOT

18. VIGIL MECHANISM POLICY:

19. RISK MANAGEMENT POLICY:

20. PERFORMANCE EVALUATION:

22. PARTICULARS OF EMPLOYEES ANDRELATED DISCLOSURES:

23. MANAGEMENT DISCUSSION AND ANALYSISREPORT:

24. AUDITORS AND REPORTS:

i. STATUTORY AUDITORS:

iii. FRAUD REPORTING:

25. SECRETARIAL AUDITOR:

26. INTERNAL AUDITORS:

27. COST AUDITORS:

28. ENERGY CONSERVATION,

a) Conservation of Energy:

29. DEPOSITS:

30. PREVENTION OF INSIDER TRADING:

2. GENERAL:

53. DIRECTORS RESPONSIBILITY STATEMENT:

34. GREEN INITIATIVE:

35. ACKNOWLEDGEMENT:

1. FINANCIAL STATEMENTS & RESULTS:

I. FINANCIAL RESULTS:

II OPERATIONS:

A. Revenue from Operations

B. EBITDA

C. Net Margin / Profit After Tax

D. Debtors Turnover

E. Return on Net Worth

7. MATERIAL CHANGES AND COMMITMENTS:

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

I. BOARD OF DIRECTORS:

COMPOSITION OF THE BOARD:

II. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE:

B. NOMINATION AND REMUNERATION COMMITTEE:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

23. AUDITORS AND REPORTS:

i. STATUTORY AUDITORâS APPOINTMENT:

iii. FRAUD REPORTING:

24. SECRETARIAL AUDITOR:

25. INTERNAL AUDITORS:

26. COST AUDITORS:

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

30. PREVENTION OF SEXUAL HARASSMENT POLICY:

31. GENERAL:

32. DIRECTORS RESPONSIBILITY STATEMENT:

33. GREEN INITIATIVE:

34. ACKNOWLEDGEMENT:

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14. DISCLOSURES RELATED TO BOARD, COMMITTEES
AND POLICIES:

B. NOMINATION AND REMUNERATION
COMMITTEE:

16. SEPARATE MEETING OF INDEPENDENT
DIRECTORS:

22. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES:

23. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

i. STATUTORY AUDITORâS APPOINTMENT: