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:

II. OPERATIONS:

The Company is engaged in the business of design¬
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 un¬
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:

Further, a statement containing the salient features o'
the financial statement of subsidiary Company in the
prescribed format AOC 1 is appended as an “Annexure
I” 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 2024¬
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, guaran¬
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:

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.

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:

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.

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:

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:

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

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

• 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:

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

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 “Annexure III ” 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 2029¬
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 IV” 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:

c) Foreign Exchange Earnings and Outgo:

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 pre¬
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