The Board of Directors ("the Board") of the Innova Captab Limited ("the Company" or "Innova") is pleased to present
the 22^nd Annual Report outlining the business and operations of the Company together with the Audited Standalone
and Consolidated Financial Statements for the Financial Year ("FY") ended 31 March 2026 (hereinafter referred as
"FY 2026" or "during the year"). The Board sincerely appreciates the continued trust, confidence, and support of our
shareholders. Your unwavering faith inspires us to remain focused on disciplined execution, sustainable growth, and
the creation of long term value for all stakeholders.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company for FY 2026 are prepared in accordance with the relevant
applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("the Act"). The table below sets forth the key financial parameters of the
Company's performance during the year under review:

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

Standalone Performance

During the year under review, on standalone basis,
revenue from operations increased by 35.6% to
' 12,988.14 million in FY 2026 from ' 9,580.61 million
in FY 2025. This growth was mainly influenced by
volume growth through better capacity utilization.
The EBITDA increased to ' 1,646.10 million from '
1,390.74 million, demonstrating a growth of 18.4%.

The profit for FY 2026 was at ' 836.92 million,
decreasing by 6.46% from ' 894.70 million in FY
2025 mainly impacted by fixed costs of Kathua,
Jammu facility.

Consolidated Performance

During the year under review, on consolidated basis,
revenue from operations increased by 31.1% to
' 16,300.18 million in FY 2026 from ' 12,436.76
million in FY 2025. This growth was mainly due
to better capacity utilization and volume growth
across the entities. The EBITDA increased by
26.3% to ' 2,503.41 million. The EBITDA margin

slightly declined to 15.4% in FY 2026 from 15.9%
in FY 2025 primarily on account of scaling up of
Kathua, Jammu facility. The profit for FY 2026
was at ' 1,409.17 million, increasing by 9.9% from
' 1,282.58 million in FY 2025, primarily on account
of increased gross margin offset by increased in
operational expenses due to scale up of Kathua,
Jammu facility.

Business areas

During the year under review in line with this
strategic focus, the Company has restructured
its business from four earlier areas— Contract
Development and Manufacturing Organization
("CDMO"), Branded Generics (Domestic), Branded
Generics (International), and Sharon—into two
consolidated business areas: CDMO and Branded
Generics. Under the revised structure, the CDMO
business area comprises the erstwhile CDMO
operations, Sharon, and a portion of International
Branded Generics, while the Branded Generics
business encompasses Domestic Branded Generics
and the remaining portion of International
Branded Generics. This reorganization enhances

operational clarity, improves resource allocation,
and strengthens alignment with the Company's
long-term growth strategy.

The CDMO vertical enables the Company to build
and strengthen global partnerships, supported by
a diversified portfolio and robust manufacturing
capabilities. Complementing this, the Branded
Generics vertical drives front-end growth by
expanding our presence across domestic and
international markets.

A. CDMO

CDMO business continued to be the largest
business area, contributing approximately
70% to the total revenue. Revenue from this
business stood at ' 11,333.53 million in FY 2026,
compared to ' 9,156.18 million in the previous
year. CDMO business strengths lies in accredited
facilities, diversified product offerings, and deep
client relationships. We remain focused on
strengthening these partnerships and currently
serve over 350 clients, 60 countries, reflecting
a well-diversified global presence, including
several leading pharmaceutical companies
in India. Our capabilities span a broad range
of formulations, encompassing oral solids,
injectables, and complex dosage forms. During
the year, our product portfolio expanded
significantly, increasing to over 4,200 products
across multiple dosage forms.

B. Branded Generics

Branded Generics operations represent the
Company's market-facing business, focused
on driving growth through owned brand-
led sales across domestic and international
markets, encompassing the domestic branded
generics portfolio along with a portion of the
international business operated through a
front-end model.

A strong and well-established domestic
distribution network with over 250,000
touchpoints, along with a growing field
force, enables deeper market penetration
and enhanced product visibility. The area
continues to demonstrate accelerated growth
momentum, delivering strong year-on-year
performance, with branded generics revenue
reaching ' 4,966.65 million in FY 2026, reflecting
a robust 51.40% year-on-year growth.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Act

and the SEBI Listing Regulations read with Ind
AS 110-Consolidated Financial Statements, the
consolidated audited financial statement forms
part of this Annual Report.

4. TRANSFER TO RESERVES:

During FY 2026, the Company has not transferred
any amount to Reserves. The Board had declared
dividend out of retained earnings in accordance
with Section 123 of the Act, read with the Companies
(Declaration and Payment of Dividend) Rules, 2014.

5. DIVIDEND

During the year under review, the Board had
declared an interim dividend of ' 2/- (Rupees Two
only) per equity share of ' 10/- (Rupees Ten only)
each, representing 20% of face value, for the year
ended 31 March 2026. The amount of total dividend
outflow was ' 114.45 million. The dividend was paid
out of the retained earnings.

Further, the dividend was paid in accordance with
the Dividend Distribution Policy which is available
atDividend Distribution Policy.

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

Being the very first year of declaration of dividend
for the Company, the Company is not required to
transfer any amount of unpaid/unclaimed dividend
or any other amount to the Investor Education and
Protection Fund during the year under review.

7. SHARE CAPITAL:

As on 31 March 2026 the Authorized Share Capital
of the Company is ' 660,000,000 (Rupees Six
Hundred Sixty million Only) consisting of:

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

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

The Paid-up Share Capital of the Company is
' 572,249,290 (Rupees Five Hundred Seventy-Two
Million, Two Hundred Forty-Nine Thousand and
Two Hundred Ninety only) divided into 57,224,929
equity shares of face value of ' 10 each.

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

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

As on 31 March 2026 the Company had three (3)
subsidiaries as mentioned below and there has
been no material change in the nature of business
of the subsidiaries:

1. Univentis Foundation

2. Univentis Medicare Limited

3. Sharon Bio-Medicine Limited

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

The Company has formulated a Policy for
determining Material Subsidiaries. The Policy
is available on the Company's website and can
be accessed atPolicy for determining Material
Subsidiaries.

There are no Associate Companies or Joint Venture
Companies within the meaning of Section 2(6) of
the Act.

The consolidated financial statements presented
in this Annual Report include financial results
of the subsidiary companies. The Consolidated
Financial Statements of the Company are prepared
in accordance with Indian Accounting Standards
notified under the Companies Ind AS and forms an
integral part of this report.

Further, pursuant to the provisions of Section
136 of the Act, the Standalone and Consolidated
Financial Statements of the Company along
with relevant documents and separate Audited
Financial Statements in respect of subsidiaries,
are available on the website of the Company at
Financial Results.

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

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

10. PUBLIC DEPOSITS:

During the year under review, the Company has
not accepted any deposits within the meaning of
Section 73 and 76 of the Companies Act 2013, read
with Companies (Acceptance of Deposits) Rules,
2014. As on 31 March 2026 there were no deposits
lying unpaid or unclaimed.

11. CREDIT RATING:

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

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

a. Board of Directors:

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

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

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

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

b. Declaration by Independent Directors:

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

The Independent Directors have complied
with the Code of Conduct prescribed under
Schedule IV of the Act and the declaration by
Independent Directors had also been submitted
by them.

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

c. Retirement by Rotation:

In accordance with the provisions of Section
152 of the Act read with rules thereunder and
the Articles of Association of the Company,
Mr. Jayant Vasudeo Rao (DIN: 03627850),

Whole-Time Director of the Company, retires
by rotation at the ensuing Annual General
Meeting ("AGM") and being eligible, has offered
himself for re-appointment. In compliance
with Secretarial Standard-2, the brief resume,
expertise and other details of Mr. Jayant
Vasudeo Rao is given in the notice convening
this AGM. Based on the recommendations of
the Nomination and Remuneration ("NRC") of
the Company, the Board has recommended his
reappointment as Director at the ensuing AGM.

d. Reappointment of Directors:

9 The Board of Directors at its Meeting held
on 25 May 2026 approved re-appointment
of Mr. Manoj Kumar Lohariwala (DIN:
00144656) as Whole-Time Director of the
Company for a period of five (5) consecutive
years commencing from 18 March 2027
upto 17 March 2032 (both days inclusive)
on the terms and conditions mentioned in
the Notice convening the ensuing 22^nd AGM,
subject to the approval of the shareholders
through ordinary resolution.

9 The Board of Directors at its Meeting held on
25 May 2026 approved re-appointment of
Mr. Vinay Lohariwala (DIN: 00144700)
as Managing Director of the Company
for a period of five (5) consecutive years
commencing from 18 March, 2027 upto
17 March, 2032 (both days inclusive) on
the terms and conditions mentioned in the
Notice convening the ensuing 22^nd AGM,
subject to the approval of the shareholders
through ordinary resolution.

9 The Board of Directors at its Meeting held on
25 May 2026 approved re-appointment of
Mr. Sudhir Kumar Bassi (DIN: 07819617) as
Non-Executive Independent Director of the
Company for a second of five (5) consecutive
years commencing from 01 April 2027 upto
31 March 2032 (both days inclusive) on
the terms and conditions mentioned in the
Notice convening the ensuing 22^nd AGM,
subject to the approval of the shareholders
through special resolution.

9 The Board of Directors at its Meeting held
on 25 May 2026 approved re-appointment of
Mr. Shirish Gundopant Belapure (DIN:
02219458) as Non-Executive Independent
Director of the Company for a second of 5
(five) consecutive years commencing from
01 April 2027 upto 31 March 2032 (both

days inclusive) on the terms and conditions
mentioned in the Notice convening the
ensuing 22^nd AGM, subject to the approval of
the shareholders through special resolution.

9 The Board of Directors at its Meeting held
on 25 May 2026 approved re-appointment of
Mr. Mahendar Korthiwada (DIN: 09558992)
as Non-Executive Independent Director of the
Company for a second of 5 (five) consecutive
years commencing from 01 April 2027 upto
31 March 2032 (both days inclusive) on
the terms and conditions mentioned in the
Notice convening the ensuing 22^nd AGM,

13. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION:

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

The Company affirms that the remuneration paid
to the Directors are as per the terms laid out in
the Nomination and Remuneration Policy of the
Company.

The Nomination and Remuneration Policy of the

subject to the approval of the shareholders
through special resolution.

9 The Board of Directors at its Meeting held
on 25 May 2026 approved re-appointment
of Ms. Priyanka Dixit (DIN: 06578720) as
Non-Executive Independent Director of the
Company for a second of 5 (five) consecutive
years commencing from 01 April 2027 upto
31 March 2032 (both days inclusive) on
the terms and conditions mentioned in the
Notice convening the ensuing 22^nd AGM,
subject to the approval of the shareholders
through special resolution.

Company for appointment and remuneration of
Directors, SMP including criteria for determining
qualifications, positive attributes, independence of
a Director and other matters provided under sub¬
section (3) of Section 178 of the Act is available
on the Company's website atNomination and
Remuneration Policy.

14. PARTICULARS OF REMUNERATION:

The percentage increase in remuneration, ratio
of remuneration of each Director and KMP (as
required under the Act) to the median of employees'
remuneration, as required under Section 197(12)
of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set out in Annexure-B of

this report.

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

15. HUMAN RESOURCES AND EMPLOYEE RELATIONS:

The number of employees in the Company as on
31 March 2026 were 2,298. The Company places
great emphasis on ensuring gender diversity within
the organization, as at the financial year-end
3.83% of the employees were female. The Company
is putting in efforts in this aspect to improve gender
ratio.

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

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

16. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, a
copy of the Annual Return is available on Company's
website at Annual Returns.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b. we have selected such accounting policies and
applied them consistently and made judgments

and estimates that are reasonable and prudent
so as to give a true and fair view of the state
of affairs of the Company at the end of the
financial year and of the profit of the Company
for the year;

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

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

e. we have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
were operating effectively; and

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

18. NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS:

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

During the year under review, Four (4) meetings of the
Board of Directors were convened. The intervening
gap between two consecutive meetings was within
the maximum period mentioned under Section 173
of the Act, Secretarial Standard on Board Meetings
(SS-1) and SEBI Listing Regulations as amended
from time to time. The detailed information on the
meetings of the Board is included in the Corporate
Governance Report which forms part of this Annual
Report.

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

Pursuant to the applicable provisions of the Act and
the SEBI Listing Regulations, the Board of Directors
has put in place a process to formally evaluate the
effectiveness of the Board along with performance
evaluation of each Director to be carried out on
an annual basis. The performance evaluation
was carried out by the NRC in its meeting held
on 28 March 2026. The recommendations of the
Committee were subsequently considered by the
Board at its meeting held on 07 May 2026 thereby

concluding the performance evaluation process.

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

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

20. SEPARATE MEETING OF INDEPENDENT
DIRECTORS:

As stipulated by the Code of Independent Directors
under Schedule IV of the Act and Regulation 25(3) of
SEBI Listing Regulations a separate meeting of the
Independent Directors of the Company was held on
28 March 2026 to review, among other things, the
performance of Non-Independent Directors and the
Board as a whole, evaluation of the performance
of the Chairman and the flow of communication
between the Board and the management of the
Company.

21. COMMITTEES OF THE BOARD:

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

a. Audit Committee ("AC")

b. Nomination and Remuneration Committee
("NRC")

c. Stakeholders' Relationship Committee ("SRC")

d. Corporate Social Responsibility Committee
("CSR")

e. Risk Management Committee ("RMC")

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

a. AUDIT COMMITTEE("AC"):

The AC is duly constituted in accordance with
the provisions of Section 177 of the Act and

Regulation 18 of the SEBI Listing Regulations.
The AC met Four (4) times during the FY 2026.
The Company Secretary of the Company acts
as a Secretary to the Committee.

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

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

b. NOMINATION AND REMUNERATION
COMMITTEE ("NRC"):

The NRC is duly constituted in accordance
with provisions of Section 178 of the Act and
Regulation 19 of the SEBI Listing Regulations.
The NRC met Two (2) times during the FY 2026.

c. STAKEHOLDERS' RELATIONSHIP COMMITTEE
("SRC"):

The SRC is duly constituted as per the provisions
of Section 178(5) of the Act and Regulation 20
of the SEBI Listing Regulations. The SRC met
One (1) time during the FY 2026.

The details including composition of the
SRC, terms of reference, attendance etc., are
included in the Corporate Governance Report
which forms part of this Annual Report.

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

The CSR Committee is duly constituted in
accordance with the provision of Section 135 of
the Act. The CSR Committee met One (1) time
during the FY 2026.

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

e. RISK MANAGEMENT COMMITTEE ("RMC"):

The RMC is duly constituted pursuant the
provisions of the Act and Regulation 21 of SEBI
Listing Regulations. The RMC met Two (2) times
during the FY 2026.

The Company has a well-defined Risk
Management Policy and framework which
sets out the objectives and elements of risk
management within the Company and helps to

promote risk awareness across the organization
and integrate risk management within the
corporate culture.

The Risk Management Policy inter-alia includes
well defined risk management roles within
the Company, risk appetite and risk tolerance
capacity of the Company, identification and
assessment of the likelihood and impact of
risk, risk handling and response strategy and
reporting of existing and new risks associated
with the Company's activities in a structured
manner. This facilitates timely and effective
management of risks and opportunities and
achievement of the Company's objectives.

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

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

22. AUDITORS:

a. Statutory Auditors and Statutory Auditor's Report:

M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration Number 101248W/W-100022) were
appointed as Statutory Auditors of the Company,
for a term of five consecutive years to hold office
from the conclusion of 17^th Annual General Meeting
of the Company held on 30^th November 2021 till the
conclusion of 22^nd AGM to be held in the FY 2027
at such remuneration plus out of pocket expenses
and applicable taxes, as may be mutually agreed
between the Company and the Auditors.

Further, pursuant to the provisions of Section 139
and all other applicable provisions of the Act read
with Companies (Audit & Auditors), Rules, 2014, the
Company has re-appointed M/s. B S R & Co. LLP,
Chartered Accountants (Firm Registration Number
101248W/W-100022) as the Statutory Auditors of
the Company for a term of Five (5) consecutive years
in the upcoming 22^nd AGM of the Company i.e. from
financial year 2026-27 to financial year 2030-31
(till conclusion of 27^th AGM of the Company). The
resolution seeking approval of shareholders for the
same is set out in the Notice calling the 22^nd Annual
General Meeting of the Company.

M/s. B S R & Co. LLP have consented to the said
re-appointment and confirmed that their
re-appointment, if made, would be within the limits
specified in the Act and Rules made thereunder.
They have further confirmed that they are not
disqualified to be appointed as the Statutory
Auditors in terms of disqualifications as per the
provisions of Section 139 and 141 of the Act & Rules
made thereunder and SEBI (LODR) Regulations,
2015 and as mentioned in SEBI Circular No.: SEBI/
HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31
December 2024.

The Notes to the Financial Statements referred in the
Auditor's Report are self-explanatory and therefore
do not call for any comments under Section 134 of
the Act. The Auditor's Report is enclosed with the
Financial Statements in this Annual Report.

b. Cost Auditors:

Pursuant to the provisions of Section 148 of the
Act read with the Companies (Cost Records and
Audit) Rules, 2014, as amended from time to time,
the Company is required to maintain Cost Records
and have them audited every year. Accordingly,
the Company has made and maintained the cost
accounts and records as required.

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

were appointed as the Cost Auditors of the
Company to carry out audit of the cost records of
the Company for the FY 2026.

The resolution seeking ratification of the
remuneration to the said cost auditors for the FY
2027 is set out in the Notice calling the 22^nd Annual
General Meeting of the Company. The Cost Auditors
have confirmed that their appointment is within the
limits of Section 141(3)(g) of the Act and that they
are not disqualified from appointment within the
meaning of Section 141(3) & (4) read with proviso
to Section 148(3) of the Act.

c. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 ("the Act"), read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s. Jaspreet
Dhawan & Associates, Practicing Company
Secretaries (FCS No. 9372, C.P. No. 8545, Peer
Review No. S2009PB119300), were appointed as
the Secretarial Auditors of the Company.

The appointment is for a term of five consecutive

years, commencing from the conclusion of the 21^st
Annual General Meeting (AGM) held in the financial
year 2025-26 and continuing up to the conclusion
of the 25^th AGM of the Company.

The resolution for the aforesaid appointment was
duly approved by the shareholders at the 21^st
Annual General Meeting of the Company.

The Secretarial Audit Report in the prescribed
Form No. MR-3 of the Company received from
M/s. Jaspreet Dhawan & Associates, Practicing
Company Secretaries (FCS No. 9372) for the year
ended 31 March 2026 is annexed as Annexure-C
and forms part of this report.

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

As on 31 March 2026 the Company has 2 material
subsidiary(ies) viz. Univentis Medicare Limited
and Sharon Bio-Medicine Limited. Therefore,
as per the requirement of Regulation 24A of
SEBI Listing Regulations, the Secretarial Audit
Report of the material unlisted subsidiary(ies) of
the Company for the FY 2026 as received from
M/s. Jaspreet Dhawan & Associates, Practicing
Company Secretaries and M/s Deepti & Associates,
Practicing Company Secretaries, respectively
is annexed as Annexure-C and forms part of
this report.

Pursuant to Regulation 24A of Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and Master Circular No. HO/49/14/14(7)2025-
CFD-POD2/I/3762/2026 dated 30 January, 2025,
issued by Securities and Exchange Board of India,
the Company has obtained Annual Secretarial
Compliance Report for the FY 2026, from
M/s Jaspreet Dhawan & Associates, Practicing
Company Secretaries on compliance of all
applicable SEBI Listing Regulations and circulars /
guidelines issued thereunder and the copy of the
same has been submitted to the Stock Exchanges
on 29 April 2026.

d. Internal Auditors:

Pursuant to the provisions of Section 138 of
the Act read with Companies (Accounts) Rules,
2014, M/s. Grant Thornton Bharat LLP, Chartered
Accountants, (Firm Registration Number AAA-7677)
were appointed as the Internal Auditors to conduct
the Internal Audit for the FY 2026 of the Company.

23. MAINTENENCE OF THE COST RECORDS:

For the FY 2026, the provisions of Cost Audit
as specified by the Central Government under
Section 148 of the Act read with the Rules framed
thereunder, were applicable to the Company. As
per Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014 the Company
was required to maintain cost records for the
FY 2026 and accordingly, such accounts and
records are maintained.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY
AUDITORS:

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

25. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of the Company's performance
is discussed in the Management Discussion and
Analysis for the year under review, as stipulated
under regulation 34 read with part B of Schedule
V of the SEBI Listing Regulations is available as
separate section of this Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

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

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

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

The Audit Committee evaluates the efficiency
and adequacy of Financial Control System in the

Company, its compliance with operating systems,
accounting procedures at all locations of the
Company and strives to maintain a high Standard
of Internal Financial Control.

During the year under review, no material or serious
observation has been received from the Auditors
of the Company citing inefficiency or inadequacy
of such controls. An extensive internal audit was
carried out by M/s. Grant Thornton Bharat LLP,
Chartered Accountants (Firm Registration Number
AAA-7677) and post audit reviews were also carried
out to ensure follow up on the observations made.

28. VIGIL MECHANISM POLICY:

The Company has adopted a Vigil Mechanism
and Whistle Blower Policy and has established a
vigil mechanism for directors and employees in
confirmation with Section 177 of the Act and the
Rules framed thereunder and Regulation 22 of
the Listing Regulations to report their concerns.
For more details on the Vigil Mechanism and
Whistle Blower Policy, please refer to the Corporate
Governance Report. The Company is committed to
adhere to the highest standards of ethical, moral
and legal conduct of business operations and in
order to maintain these standards, the Company
encourages the employees to raise their genuine
concerns without fear of criticism. Therefore,
Company has Vigil Mechanism and Whistle Blower
Policy and has established necessary framework to
protect genuine whistle blowers, employees, third
parties from any unfair treatment. A report on the
whistle-blower complaints, as received, is placed on
quarterly basis before the AC for its review.

The Vigil Mechanism and Whistle Blower Policy is
available on the website of the Company at Vigil
Mechanism and Whistle Blower Policy.

29. CSR INITIATIVES:

The Company believes that while the growth and
success of its business remain a key priority, the
achievement of its broader objectives is intrinsically
linked to meeting the needs of the communities in
which it operates. Community development entails
the implementation of a long term and structured
approach aimed at creating a sustainable and
supportive framework for community progress.
Accordingly, the Company's approach to CSR
extends beyond mere statutory compliance and
is focused on creating meaningful social and
environmental value.

The CSR Committee of the Board provides oversight

and strategic guidance for the Company's CSR
initiatives, ensuring alignment with the CSR Policy
approved by the Board. The CSR Policy outlines
the key focus and thrust areas around which CSR
programmes, projects, and activities are designed
and implemented to deliver measurable and
positive outcomes for identified stakeholder groups.
During the year under review, the Company's CSR
initiatives continued to be aligned with these focus
areas and were implemented in accordance with
the CSR Policy, thereby contributing positively to
the communities served.

A brief outline of the Policy on CSR is available on
the website of the Company atCorporate Social
Responsbility Policy.

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

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

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

31. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

In accordance with the provisions of Section 186 of
the Act, the details of Loans, Guarantees given and
Investments made by the Company as on 31 March
2026 are provided in the notes to the accounts of
the Standalone Financial Statements which forms
part of this Annual Report.

32. DIRECTORS AND OFFICERS LIABILITY INSURANCE:

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

33. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a Policy on materiality
of related party transactions and dealing with
related party transactions and the same has been
hosted on Company's website atRelated Party
Transaction Policy.

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

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

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

The Board of Directors of the Company, at its
meeting held on 19 May 2025, approved the
shifting of the Company's registered office from
601, Proxima, Plot No. 19, Sector 30A, Vashi, Navi
Mumbai, Maharashtra - 400705 to 1513, 15th Floor,
Satra Plaza CHS Ltd., Plot No. 19 & 20, Sector 19D,
Vashi, Navi Mumbai - 400703, Maharashtra, India.
The change in registered office is effective from
02 June 2025 and has no impact on the financial
position of the Company.

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

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

The Company was not required to obtain this
valuation report.

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

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

37. RISK AND AREAS OF CONCERN:

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

9 Identification of the Risk
9 Assessment of Risk
9 Measurement and Control
9 Continuous Assessment

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

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

39. PREVENTION OF INSIDER TRADING:

For dealing in shares and Unpublished Price
Sensitive Information ("UPSI") of the Company and

in compliance with the Securities and Exchange
Board of India (Prohibition of Insider Trading)
Regulations, 2015 (SEBI Insider Trading Regulations)
the Company has formulated and adopted the
following policies:

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

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

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

Code of Conduct for Prevention.

Code of practices and procedures for fair disclosure
of unpublished price sensitive information.

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

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

The Company has duly set up an Internal Complaints
Committee ("ICC") in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013,
to redress complaints received regarding sexual
harassment. The detailed disclosure is mentioned
in the Corporate Governance Report which also
forms part of Annual report.

41. COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT, 1961:

The Company hereby confirms its compliance
with the applicable provisions of the Maternity
Benefit Act, 1961, including adherence to statutory
requirements relating to maternity leave, medical
bonus, nursing breaks and creche facility. The
Company is committed to ensuring the welfare and
rights of its women employees by implementing

necessary measures and maintaining adequate
policies and internal procedures. These initiatives
aim to promote a safe, inclusive, and supportive
work environment, in line with the provisions of the
Maternity Benefit Act and other applicable laws.

42. OTHER INFORMATION:

Green Initiative:

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

General:

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

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

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

3. Buy back of the shares of the Company;

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

43. ACKNOWLEDGEMENT

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

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

Manoj Kumar Lohariwala

Chairman and Whole-Time Director
DIN: 00144656