Innovana Thinklabs Ltd

To,

The Members of Innovana Thinklabs Limited

The Directors hereby present their 9^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, 2024. FINANCIAL HIGHLIGHTS: 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 "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Company's financial performance for the year ended March 31, 2024 is summarized below:

(Rs. In Lakhs)

STATE OF COMPANY'S AFFAIRS AND PERFORMANCE

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 company's 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 202 3-24.

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.

CONSOLIDATED FINANCIAL STATEMENTS

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 2023-24 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statements of the Company itssubsidiar ies 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.

SUBSIDIARIES

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 Companiesand Subsidiary.

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.

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.

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.

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.

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.

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. CHANGE IN THE NATURE OF INTEREST, IF ANY: In pursuance to Section 134(3) (l) of the Act, no materialchanges 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.

DIVIDEND

During the financial year under review, your directors havenot recommended any dividend to the shareholders of the Company.

AMOUNTS TRANSFERRED TO RESERVES:

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.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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.

DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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:

*Resigned from 02/07/2024

The Company also consists of the following Key Managerial Personnel

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 Company's Code of Conduct policy forthe 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.

CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL

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

RETIREMENT BY ROTATION

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 Gargis 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 AGM' forming part of Annual Report

MEETINGS OF THE BOARD OF DIRECTORS Details of Board Meeting

BOARD EVALUATION

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.

AUDITORS AND AUDIT REPORT

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.

CHANGES IN THE SHARE CAPITAL, IF ANY

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

ANNUAL RETURN

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

CONSERVATION OF ENERGY, 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 furnished in "Annexure A" which forms part of this Report.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014 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 REPORT

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 Company's various businesses.

DIRECTOR RESPONSIBILITY STATEMENT

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

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

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.

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;

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

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

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. COMMITTEE OF THE BOARD 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^stMarch 202 4.

(I) Audit Committee:

(II) Shareholder's Grievance Committee:

(III) Nomination & Remuneration Committee:

(IV) CSR Committee

Committees of the Board

Audit Committee

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

Corporate Social Responsibility Committee

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

Stakeholders' 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.

Nomination and Remuneration Committee

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

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANY

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 Company's subsidiaries in Form AOC-1 is attached to the financial statement of the Company

RELATED PARTY TRANSACTIONS

Innovana has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm's 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 arm's 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.

PARTICULARSOF LOANS, GUARANTEES AND INVESTMENTS

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.

CORPORATE SOCIAL RESPONSIBILITY

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 Gof this Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

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 Company's website: www.innovanathinklabs.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, AND REDRESSAL) ACT, 2013 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 hasnot received any complaint during the year.

CORPORATE GOVERNANCE

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.

MAINTENANCE OF COST RECORDS

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.

DISCLOSURE OF ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNAL

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.

LISTING FEES

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.

ACKNOWLEDGEMENT

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.