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

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

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

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

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “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 2022-23 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statements of the Company and its subsidiary as approved by the Board of Directors of the Company.

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

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

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

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

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.

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

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

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

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:

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 for the financial year 2022-23.

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 2022-23 has been carried out and the same was shared with the Chairman of the Company and Nomination and Remuneration Committee of the Board.

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

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

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

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

Statutory Auditors and their Report

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

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

Secretarial Auditor

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

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

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

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

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

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

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

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

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

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

• 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 was operating 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.

Presently, the board has four (4) committees i.e Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee, and CSR Committee, consultation of which are given below: - Committee details are mentioned as on 31^st March 2023.

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

1 Mr. Hemant Koushik Non-Executive Independent Director Chairman

2 Mrs. Riya Sharma Non-Executive Independent Director Member

3 Mr. Chandan Garg Chairman & Managing Director Member

(II) Shareholder’s Grievance Committee:S. No Name Designation in Company Designation in Committee

1 Mr. Arvind Kumar Non-Executive Independent Director Chairman

Sharma

2 Mrs. Riya Sharma Non-Executive Independent Director Member

• Nomination and Remuneration Committee

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

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

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

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

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

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

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

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

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

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and

Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

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

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

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