Directors Report of Innovassynth Investments Ltd.

Mar 31, 2025

Your directors have the pleasure of presenting the 17^th Board Report of the Company with the Audited Financial
Statements for the year ended 31^st March 2025.

1. FINANCIAL SUMMARY:

The Company’s financial summary for the year under review along with the previous year’s figures is given
hereunder:

(? in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	—	—	—	—
Profit/(Loss) Before Interest and depreciation	(41.66)	(35.09)	(41.66)	(35.09)
Interest	40.24	34.47	40.24	34.47
Depreciation	—	—	—	—
Share of Profit of Associate	—	—	(353.41)	(14.88)
Profit/(Loss) Before Tax	(81.90)	(69.55)	(468.74)	(84.41)
Less/Add: Current Tax	—	—	—	—
Less/Add: Deferred Tax Adjustment	—	—	—	—
Profit/(Loss) After Tax	(115.33)	(69.55)	(468.74)	(84.41)
Other comprehensive Income/(Loss)	—	—	(3.62)	(0.01)
Total comprehensive Income/(Loss) for the year	(115.33)	(69.55)	(472.36)	(84.42)

2. DIVIDEND:

In view of the accumulated losses, the Directors do not recommend any dividend for the year ended 31^st
March 2025.

3. PERFORMANCE REVIEW:

The Company’s income for 2024-25 was nil as compared with nothing during the previous year. Loss of the
Company stood at ? 115.33 lakhs as against ? 69.55 lakhs in 2023-24. During the year other comprehensive
loss amounted to ? 472.36 lakhs as against ? 84.42 lakhs loss in 2023-24.

4. SHARE CAPITAL:

During the year under review, Company, after approval of the members in the Extra Ordinary Meeting held
on September 23, 2024, has increased its Authorized Share Capital from ? 25.00 Crores to ? 29.00 Crores.

During the year under review, the Company has issued and allotted 37,06,250 (Thirty Seven Lakh Six
Thousand Two Hundred and Fifty) equity shares of ?10/- (Rupees Ten only) each at a premium of ?19.39/-
(Rupees Nineteen and Paise Thirty Nine only) per share on a preferential basis other than for cash
consideration, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made
thereunder, as well as the SEBI (ICDR) Regulations, 2018.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up share capital of the Company has
increased from ?24,27,80,350/- (Rupees Twenty Four Crore Twenty Seven Lakh Eighty Thousand Three
Hundred and Fifty only) divided into 2,42,78,035 equity shares of ?10/- each to ?27,98,42,850/- (Rupees
Twenty Seven Crore Ninety Eight Lakh Forty Two Thousand Eight Hundred and Fifty only) divided into
2,79,84,285 equity shares of ?10/- each.

5. SCHEME OF ARRANGEMENT/AMALGAMATION:

The Board has approved Scheme of Amalgamation of Innovassynth Technologies (India) Limited
(“Transferor Company”) with Innovassynth Investments Limited (“Transferee Company”) on August 23, 2024
in accordance with Sections 230 to 232 and other applicable provisions of the Act read with the rules framed
thereunder w.e.f. appointed date October 1,2024. The Company has received No-objections letter from BSE
Limited (BSE). Also, the Company has filed the joint company application before the Hon’ble National
Company Law Tribunal, Mumbai.

The proposed merger is expected to result in business synergies, operational efficiencies, consolidation of
resources, and enhancement of stakeholder value. The Board will keep the shareholders informed on further
developments in this regard.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as
Annexure-1.

7. DISCLOSURES UNDER THE COMPANIES ACT,2013 AND THE RULES MADE THEREUNDER:

a. Extract of Annual Return:

The Annual Return of the Company as on March 31,2024, in accordance with Section 92(3) of the Act read
with the Companies (Management and Administration) Rules, 2014, is available on the Company’s website
and can be accessed https://www.innovassynthinvestments.in/articles/category/extract-of-annual-return.

b. Number of Meetings of The Board of Directors and Its Committees:

During the year six Board Meetings, five Audit Committee Meetings, One Nomination and Remuneration
Committee Meetings, one Stakeholder Relationship Committee Meeting and one Independent Directors
Meeting were convened and held in compliance with Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The details of Board and Committee Meetings are given
in the Corporate Governance Report, which is a part of this report.

c. Composition of Audit Committee:

The composition of the Audit Committee is provided in the Corporate Governance Report and forms a part
of this Annual Report. There have been no instances of non-acceptance of any recommendations of the
Audit Committee by the Board during the financial year under review.

d. Related Party Transactions:

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties
were on an arm’s length basis and in the ordinary course of business. Given that the Company does not have
any RPTs to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2, the same is not provided.

The details of the transactions with Related Parties as per Ind AS 24 are provided in the accompanying
financial statements.

e. Corporate Governance:

Your company has complied with the various requirements of the Corporate Governance under the provisions
of the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

A detailed Report on Corporate Governance forms part of this Annual Report.

f. Risk Management:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key
business objectives. Major risks identified are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Director of
the Company.

g. Directors and Key Managerial Personnel:

During the year under review, following changes in composition of Board of Director and KMP took place:

As on 31^st March 2025, the Board of Directors comprises of 3 (Three) Directors, out of which 2 (two) are
Independent Directors including 1 (one) Woman Director and 1 (one) is Executive Director.

In accordance with the provisions of the Act, Dr Hardik Joshipura (DIN: 09392511) retires by rotation at the
ensuing AGM and, being eligible, offers himself reappointment. The Board recommends the re-appointment
of Dr Hardik Joshipura (DIN: 09392511), for approval of the Members at the ensuing AGM. The disclosures
required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General
Meeting (''SS-2'') with respect to proposed Appointment/ Re-appointment of Directors retiring by rotation are
given in the Notice of ensuing AGM, forming part of the Annual Report.

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company as on
March 31,2025, are:

Dr. Hardik Joshipura - Managing Director

Mr. Sameer Pakhali - Chief Financial Officer and Company Secretary

There is no change among the Key Managerial Personnel during the year under review.

h. Statement on Declaration Given by Independent Directors:

All Independent Directors have given declarations that they comply with the criteria of Independence as laid
down under Section 149(6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

i. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 the Board of Directors has carried out an Annual Performance Evaluation
of the Board and of the Individual Directors has been made.

During the year, the Evaluation cycle was completed by the Company internally which included the evaluation
of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various

aspects of the Board and Committees functioning such as composition of the Board and Committees,
experience, performance of duties and governance issues etc. A separate exercise was carried out to
evaluate the performance of individual Directors on parameters such as contribution, independent judgement
and guidance and support provided to the Management.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual
Directors.

j. Remuneration Policy:

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed
a Policy for Directors, Key Managerial Personnel, and other Senior Managerial Personnel of the Company,
in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and
Listing Regulations. The website link for the policy is

httD://www.innovassvnthinvestments.in/Doc/THE%20NOMINATION%20AND%20REMUNERATIQN%20P

OLICY.pdf

k. Auditors:

• Statutory Auditor:

At 14^th AGM held on September 29, 2022, members approved the appointment of M/s P G BHAGWAT LLP,
Chartered Accountants (Firm Registration No. 101118W/W100682), as the Statutory Auditors of the
Company to hold office for a term of five consecutive years, from the conclusion of that AGM till the conclusion
of the 19^th AGM to be held in the year 2027.

Further, the Auditors’ Report “with an unmodified opinion”, given by the Statutory Auditors on the financial
statements of the Company for financial year 2024-25, is disclosed in the financial statements forming part
of this Annual Report. There has been no qualification, reservation, adverse remark, or disclaimer given by
the Statutory Auditor in their Report for the year under review.

The notes on the financial statements are self-explanatory and do not call for any further comments.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the
Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under
review.

• Secretarial Auditor:

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at
its meeting held on May 30, 2025, based on recommendation of the Audit Committee, has approved the
appointment of M/s Amey Lotlikar & Co., Practicing Company Secretaries, a peer reviewed firm as
Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till
FY 2029-30, subject to approval of the Members at the ensuing AGM.

i. Secretarial Audit Report:

The secretarial auditor’s report does not contain any qualifications, reservations, adverse remarks, or
disclaimer. Secretarial audit report is attached to this report as Annexure-3..

ii. Annual Secretarial Compliance Report:

As per the recent amendment in Regulation 24 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, vide insertion of Regulation 24A, M/s Sushil Talathi & Associates, Secretarial Auditor of
the Company, undertook & examine compliances under SEBI (LODR) Regulations, 2015 and issued Annual
Secretarial Compliance Report for the year ended 31^st March 2025.

The Annual Secretarial Compliance Report does not have any qualifications, reservations, adverse remarks,

or disclaimer.

• Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules,
2014, the Board based on the Recommendation of the Audit Committee, appointed M/s V D Tilak & Co,
Chartered Accountants (FRN:134853W), Khopoli, Raigad as Internal Auditor of the Company for conducting
an internal audit of the Company for F.Y 2024-25.

l. Disclosure Under Schedule V(F) Of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to public issues/Right
issues.

m. Subsidiary and Associate Companies:

The Company does not have any Subsidiary.

Associate Company:

1. Innovassynth Technologies (India) Limited

The Company holds 36.73% of the equity share capital of Innovassynth Technologies (India)Limited.
During the year, the turnover of the company was ? 116 crore (previous year ? 160 crore) and Loss after
tax for the year was ? 13.93 crore (previous year Profit ? 0.46 crore). The Company has a net worth of
? 127 crore (previous year ? 141 crore) as on 31^st March 2024.

A statement containing the salient features of the financial statements of the associate company and
subsidiary in the prescribed format is annexed as Annexure-2 to this Report.

n. Deposits:

During the period under review, the Company did not accept any fixed deposits with the meaning of Section
73 to 76 of the Companies Act, 2013.

o. Loans, Guarantees or Investments:

The Company has not given any loan to or provided any guarantee or security in favor of other parties and
has also not made any investment in its funds with any other party during the year under Section 186 of the
Companies Act, 2013.

p. Material Changes and Commitments Between the Date of The Balance Sheet and The Date of Report:

There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the Financial Year of the Company to which the Financial
Statements relate and the date of the report.

q. Significant and Material Orders Passed by Regulators or Courts or Tribunals:

There are no significant, and material orders passed by the Regulators/ Courts which would impact on the
going concern status of the Company and its future operations.

r. Energy Conservation, Technology, Absorption, and Foreign Exchange Earnings and Outgo:

The Company has no particulars to report regarding conservation of energy, technology absorption, foreign
exchange earnings, and outgo as required under Section 134(3) (m) of the Companies Act, 2013, read with
Rules thereunder.

s. Statement Pursuant to Section 197(12) Of the Companies Act, 2013 Read with Rule 5 Of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Disclosures pertaining to remuneration and other details 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 is
provided in the Annual Report as Annexure-4 which forms a part of this Report.

t. Familiarization Program for Independent Directors:

The Board members are provided with necessary documents/brochures, reports and internal policies to
enable them to familiarize with the Company’s procedures and practices, the website link is available at-
https://www.innovassynthinvestments.in/article/familiarisation-programme.

u. Internal Financial Controls:

The Company has put in place an adequate system of internal financial controls with respect to the Financial
Statement and commensurate with its size and nature of business which helps in ensuring the orderly and
efficient conduct of business. No reportable material weakness in the operation was observed.

v. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for
employees including directors of the Company to report genuine concerns. The provisions of this policy are
in line with the provisions of Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

w. Reserves:

The Company does not make any profit during the year under review hence no amount is required to transfer
to the reserves.

x. Listing of Equity Shares:

Your Company’s equity shares are listed at BSE Limited (BSE), Mumbai. The Company has duly paid the
annual listing fees for the financial year 2024-25 to the Stock Exchange.

y. Obligation of Your Company 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 at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder.

The table below provides details of complaints received/disposed during financial year 2024-25:

Number of complaints at the beginning of the financial year	Nil
No. of complaints filed during the financial year	Nil
No. of complaints disposed of during the financial year	NA
No. of complaints pending at the end of the financial year	NA

z. Directors’ Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your
Directors confirm that:

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

ii. they 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 and loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

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

v. they 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

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

8. COMPLIANCE WITH SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirm that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial
Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings,
respectively specified by the Institute of Company Secretaries of India has been duly complied by the
Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

9. CEO AND CFO CERTIFICATION:

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial
reporting and internal controls to the Board in terms of Regulation 17 (8) of the Listing Obligations. The
Managing Director and the Chief Financial Officer also give quarterly certification on financial results while
placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The
Annual Certificate given by Managing Director and the Chief Financial Officer is attached in Annexure-5

10. ACKNOWLEDGEMENT:

We thank our Employees, Investors, and Bankers for their continued support during the year. We are grateful
to the various authorities for their continued cooperation. We place on record our appreciation of the
contribution made by our employees at all levels. Our consistent growth was made possible by their hard
work, solidarity, cooperation, and support.

For and on behalf of the Board of Directors of
Innovassynth Investments Limited

Dr Hardik Joshipura Sandesh Mhadalkar

CMD Director

(DIN: 09392511) (DIN: 08929791)

Khopoli, May 30, 2025

---

Mar 31, 2024

Your directors have the pleasure of presenting the 16^th Board Report of the Company with the Audited Financial Statements for the year ended 31^st March 2024.

1. FINANCIAL SUMMARY:

The Company’s financial summary for the year under review along with the previous year’s figures is given hereunder:

(? in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	—	1.96	—	1.96
Profit/(Loss) Before Interest and depreciation	(35.09)	(37.20)	(35.09)	(37.20)
Interest	34.47	30.39	34.47	30.39
Depreciation	—	—	—	—
Share of Profit of Associate	—	—	(14.88)	(92.07)
Profit/(Loss) Before Tax	(69.55)	(65.63)	(84.41)	(157.70)
Less/Add: Current Tax	—	—	—	—
Less/Add: Deferred Tax Adjustment	—	—	—	—
Profit/(Loss) After Tax	(69.55)	(65.63)	(84.41)	(157.70)
Other comprehensive Income/(Loss)	—	—	(0.01)	153.52
Total comprehensive Income/(Loss) for the year	(69.55)	(65.63)	(84.42)	(4.18)

2. DIVIDEND:

In view of the accumulated losses, the Directors do not recommend any dividend for the year ended 31^st March 2024.

3. PERFORMANCE REVIEW:

The Company’s income for 2023-24 was nil as compared with nothing during the previous year. Loss of the Company stood at ? 69.55 lakhs as against ? 65.63 lakhs in 2022-23. During the year other comprehensive loss amounted to ? 84.42 lakhs as against ? 4.18 lakhs loss in 2022-23.

4. SHARE CAPITAL:

During the year under review, there was no change in the authorized, subscribed, and paid-up share capital of the Company. The paid-up equity share capital as on 31^st March 2024 was ? 24,27,80,350/-.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure-1.

6. DISCLOSURES UNDER THE COMPANIES ACT,2013 AND THE RULES MADE THEREUNDER:

a. Extract of Annual Return:

The Annual Return of the Company as on March 31,2024, in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Company’s website and can be accessed https://www.innovassynthinvestments.in/articles/category/extract-of-annual-return.

b. Number of Meetings of The Board of Directors and Its Committees:

During the year Four Board Meetings, Four Audit Committee Meetings, One Nomination and Remuneration Committee Meetings, one Stakeholder Relationship Committee Meeting and one Independent Directors Meeting were convened and held in compliance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of Board and Committee Meetings are given in the Corporate Governance Report, which is a part of this report.

c. Composition of Audit Committee:

The composition of the Audit Committee is provided in the Corporate Governance Report and forms a part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

d. Related Party Transactions:

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arm’s length basis and in the ordinary course of business. Given that the Company does not have any RPTs to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided.

The details of the transactions with Related Parties as per Ind AS 24 are provided in the accompanying financial statements.

e. Corporate Governance:

Your company has complied with the various requirements of the Corporate Governance under the provisions of the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

A detailed Report on Corporate Governance forms part of this Annual Report.

f. Risk Management:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Director of the Company.

g. Directors and Key Managerial Personnel:

During the year under review, following changes in composition of Board of Director and KMP were taken place:

As on 31^st March 2024, the Board of Directors comprises of 3 (Three) Directors, out of which 2 (two) are Independent Directors including 1 (one) Woman Director and 1 (one) is Executive Director.

In accordance with the provisions of the Act, Dr Hardik Joshipura (DIN: 09392511) retires by rotation at the ensuing AGM and, being eligible, offers himself reappointment. The Board recommends the re-appointment of Dr Hardik Joshipura (DIN: 09392511), for approval of the Members at the ensuing AGM. The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (''SS-2'') with respect to proposed Appointment/ Re-appointment of Directors retiring by rotation are given in the Notice of ensuing AGM, forming part of the Annual Report.

The Board of Directors upon recommendation of Nomination and Remuneration Committee and in accordance with provisions of the Act and SEBI Listing Regulations, appointed Mr. Dilip Oswal (DIN: 10587874) as an Additional (Non-Executive) Director and as an Independent Director for a term with effect from 16^th April 2024 to 15^th April 2029, subject to approval of Members. Approval of the Members is being sought for the appointment of Mr. Oswal as a Director and Independent Director at the ensuing AGM. In the opinion of the Board, she is a person of integrity, fulfils requisite conditions as per applicable laws and is independent of the management of the Company.

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024, are:

Dr. Hardik Joshipura - Managing Director

Mr. Sameer Pakhali - Chief Financial Officer and Company Secretary

There is no change among the Key Managerial Personnel during the year under review.

h. Statement on Declaration Given by Independent Directors:

All Independent Directors have given declarations that they comply with the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

i. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board of Directors has carried out an Annual Performance Evaluation of the Board and of the Individual Directors has been made.

During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgement and guidance and support provided to the Management.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

j. Remuneration Policy:

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel, and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations. The website link for the policy is

httD://www.innovassvnthinvestments.in/Doc/THE%20NOMINATION%20AND%20REMUNERATIQN%20P

OLICY.pdf

k. Auditors:

• Statutory Auditor:

At 14^th AGM held on September 29, 2022, members approved the appointment of M/s P G Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), as the Statutory Auditors of the Company to hold officer for a term of five consecutive years, from the conclusion of that AGM till the conclusion of the 19^th AGM to be held in the year 2027.

Further, the Auditors’ Report “with an unmodified opinion”, given by the Statutory Auditors on the financial statements of the Company for financial year 2023-24, is disclosed in the financial statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Statutory Auditor in their Report for the year under review.

The notes to the financial statements are self-explanatory and do not call for any further comments.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

• Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sushil Talathi & Associates, Company Secretary in Practice to undertake the Secretarial Audit and issue Annual Secretarial Compliance Report for F.Y 2023-24.

i. Secretarial Audit Report:

The secretarial auditor’s report does not contain any qualifications, reservations, adverse remarks, or disclaimer. Secretarial audit report is attached to this report as Annexure-3..

ii. Annual Secretarial Compliance Report:

As per the recent amendment in Regulation 24 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, vide insertion of Regulation 24A, M/s Sushil Talathi & Associates, Secretarial Auditor of the Company, undertook & examine compliances under SEBI (LODR) Regulations, 2015 and issue Annual Secretarial Compliance Report for the year ended 31^st March 2024.

The Annual Secretarial Compliance Report does not have any qualifications, reservations, adverse remarks, or disclaimer.

• Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board based on the Recommendation of the Audit Committee, appointed M/s V D Tilak & Co, Chartered Accountants (FRN:134853W), Khopoli, Raigad as Internal Auditor of the Company for conducting an internal audit of the Company for F.Y 2023-24.

l. Disclosure Under Schedule V(F) Of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to public issues/Right issues.

m. Subsidiary and Associate Companies:

The Company does not have any Subsidiary.

Associate Company:

1. Innovassynth Technologies (India) Limited

The Company holds 31.79% of the equity share capital of Innovassynth Technologies (India)Limited. During the year, the turnover of the company was ? 160 crore (previous year ? 200 crore) and Loss after tax for the year was ? 0.46 crore (previous year Profit ? 2.89 crore). The Company has a net worth of ? 141 crore (previous year ? 142 crore) as on 31^st March 2023.

A statement containing the salient features of the financial statements of the associate company and subsidiary in the prescribed format is annexed as Annexure-2 to this Report.

n. Deposits:

During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013.

o. Loans, Guarantees or Investments:

The Company has not given any loan to or provided any guarantee or security in favor of other parties and has also not made any investment of its fund with any other party during the year under Section 186 of the Companies Act, 2013.

p. Material Changes and Commitments Between the Date of The Balance Sheet and The Date of Report:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

q. Significant and Material Orders Passed by The Regulators or Courts or Tribunals:

There are no significant, and material orders passed by the Regulators/ Courts which would impact on the going concern status of the Company and its future operations.

r. Energy Conservation, Technology, Absorption, and Foreign Exchange Earnings and Outgo:

The Company has no particulars to report regarding conservation of energy, technology absorption, foreign exchange earnings, and outgo as required under Section 134(3) (m) of the Companies Act, 2013, read with Rules thereunder.

s. Statement Pursuant to Section 197(12) Of the Companies Act, 2013 Read with Rule 5 Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Disclosures pertaining to remuneration and other details 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 is provided in the Annual Report as Annexure-4 which forms a part of this Report.

t. Familiarization Program for Independent Directors:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices, the website link is available at-https://www.innovassynthinvestments.in/article/familiarisation-programme.

u. Internal Financial Controls:

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

v. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

w. Reserves:

The Company does not make any profit during the year under review hence no amount is required to transfer to the reserves.

x. Listing of Equity Shares:

Your Company’s shares are listed with BSE Limited (BSE), Mumbai. Listing fees have been paid for the financial year 2023-24.

y. Obligation of Your Company 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 at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The below table provides details of complaints received/disposed during financial year 2023-24:

Number of complaints at the beginning of the financial year	Nil
No. of complaints filed during the financial year	Nil
No. of complaints disposed of during the financial year	NA
No. of complaints pending at the end of the financial year	NA

z. Directors’ Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

ii. they 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 and loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v. they 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

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

7. COMPLIANCE WITH SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirm that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India has been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

8. CEO AND CFO CERTIFICATION:

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17 (8) of the Listing Obligations. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The Annual Certificate given by Managing Director and the Chief Financial Officer is attached in Annexure-5

9. ACKNOWLEDGEMENT:

We thank our Employees, Investors, and Bankers for their continued support during the year. We are grateful to the various authorities for their continued cooperation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

For and on behalf of the Board of Directors of Innovassynth Investments Limited

Dr Hardik Joshipura Sandesh Mhadalkar

Chairman & Managing Director Director

(DIN: 09392511) (DIN: 08929791)

Khopoli, 29^th May 2024

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Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting the 9^th Annual Report of the Company with the Audited Balance Sheet as at 31^st March, 2016 and the Profit & Loss Accounts for the year ended 31^st March, 2016.

1. FINANCIAL RESULT:

The Company has posted a net loss of Rs.31,82,221/- as against the net loss of Rs.23,77,212/- during the last year and the same amount is carried forward to the Balance Sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited, the Company has not carried out any other business activity.

2. DIVIDEND:

In view of the accumulated losses, Directors do not recommend any dividend for the year ended 31^st March 2016.

3. PERFORMANCE REVIEW:

The Company’s turnover including service income for 2015-16 was Nil as compared with Nil during the previous year. The year has resulted in a net loss after tax of Rs.31,82,221/- compared with Rs.23,77,212/- during the last year.

4. SHARE CAPITAL:

There was no change in the Company’s share capital during the year under review. The paid up equity share capital as on 31^st March, 2016 was Rs.24,27,80,350/-.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as “Annexure A”.

6. DISCLOSURES UNDER THE COMPANIES ACT,2013 AND THE RULES MADE THEREUNDER:

A. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 as required under section 92 of the Companies Act, 2013 is included in this Report as “Annexure B”.

B. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

During the year four Board Meetings, four Audit Committee Meetings, one Nomination and Remuneration Committee Meetings, one Risk Management Committee Meeting, one Stakeholder Relationship Committee Meeting and one Independent Directors Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

C. COMPOSITION OF AUDIT COMMITTEE:

The composition of the Audit Committee is provided in Corporate Governance Report and forms a part of this Annual Report. There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

D. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Further there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Hence, no particulars are being provided in Form AOC -

2. All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval.

E. CORPORATE GOVERNANCE:

Your company has complied with the various requirements of the Corporate Governance Code under the provisions of the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

A detailed report on Corporate Governance forms part of this Annual Report.

F. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

G. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Dr. B. Sahu, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

H. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

I. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees.

The Nomination and Remuneration Committee of the Company recommended Evaluation Policy which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board.

The Policy provides that evaluation of the performance of the Board as a whole; Board Committees and Directors shall be carried out on an annual basis.

During the year, the first Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by the Chairman of Nomination and Remuneration Committee along with an Independent Director. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution, independent judgment and guidance and support provided to the management.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors. J. REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy attached to this report as “Annexure C”.

K. AUDITORS: a. Statutory Auditor’s:

The Company’s Statutory Auditor M/s. N. M. Raiji & Company having ICAI Registration No. 108296W retire at the ensuing Annual General Meeting.

The Board, based on recommendation of the Audit Committee, proposes the re-appointment of M/s. N. M. Raiji & Company as the Statutory Auditor of the Company at the ensuing Annual General Meeting. M/s. N. M. Raiji & Company, have confirmed their eligibility and willingness to accept office, if appointed by the members of your company.

Your directors proposes appointment of M/s. N. M. Raiji & Company as the Statutory Auditors of your company.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sushil Talathi & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as “Annexure D”.

With reference to the observation in the Auditor’s Certificate on Corporate Governance, Board has noted the same.

L. DISCLOSURE UNDER SHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to Public issue/Right issue.

M. SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company has one associate company namely M/s. Innovassynth Technologies (India) Limited in which Company holds 31.79% stake. There has been no material change in the nature of the business of the associate company.

N. DEPOSITS:

During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013.

O. LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan to or provided any guarantee or security in favour of other parties. The Company has also not made any investment of its fund with any other party.

P. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

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

There are no any significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

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

The Company has no particulars to report regarding conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rules there under.

S. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration in excess of the limits set out under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details 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 is provided in the Annual Report as Annexure “E” which forms a part of this Report.

T. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices.

U. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial controls with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

V. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

W. RESERVES

The Company does not have any profit during the year under review hence no amount is required to transfer to the reserves.

X. LISTING OF EQUITY SHARES:

Your Company’s shares are listed with BSE Limited (BSE), Mumbai. Listing fees have been paid for the financial year 2016-17.

Y. OBLIGATION OF YOUR COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As there is only one male employee of the company, the provisions of the Act are not applicable to the Company.

Z. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors 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. they 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 and loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

7. ACKNOWLEDGEMENT:

We thank our employees, investors and bankers for their continued support during the year. We are grateful to the various authorities for their continued co operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

On behalf of the Board

For Innovassynth Investments Limited

S.B. Ghia

Managing Director

(DIN: 00005264)

Mumbai, 13^th August, 2016

Registered Office:

Flat No. C-2/3, KMC No. 91,

Innovassynth Colony,

Khopoli - 410203.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 8th Annual Report of the Company with the Audited Balance Sheet as at 31st March, 2015 and the Profit & Loss Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULT

The Company has posted a net loss of Rs. 23, 77,212/- as against the net loss of Rs. 17, 47,362/-during the last year and the same amount is carried forward to the Balance Sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited, the Company has not carried out any other business activity.

2. DIVIDEND

In view of the accumulated losses, Directors do not recommend any dividend for the year ended 31st March 2015.

3. STATE OF COMPANY'S AFFAIR

The Company's turnover including service income for 2014-15 was Nil as compared with Nil during the previous year. The year has resulted in a net loss after tax of Rs. 23, 77,212/- compared with Rs. 17, 47,362/- during the last year. During the year company has posted cash profit of Rs. Nil against Rs. Nil during the corresponding previous year.

4. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company have one associate company namely M/s. Innovassynth Technologies (India) Limited in which Company held 31.79% stake. There has been no material change in the nature of the business of the associate company.

5. RESERVES

The board of directors does not propose to transfer any amount to the reserves.

6. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan to or provided any guarantee or security in favour of other parties. The Company has also not made any investment of its fund with any other party.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. B. Ghia retires by rotation and being eligible has offered himself for re-appointment.

During the year under review, Mr. Anil Kumar Pandya, Independent Director and Mr. S. B. Chatterjee, director has been resigned from the office of director and Ms. Rashmi Uday Singh has been appointed as an Independent Director of the Company.

The Company has nominated/appointed Mr. S. B. Ghia, Chairman & Managing Director and Mr. Ratnesh Kumar Pandey, Company Secretary as Key Managerial Personnel.

8. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors 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) they 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 and loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

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

(f) they 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

(g) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the year 5 Board Meetings, 6 Audit Committee Meetings, 2 Nomination and Remuneration Committee Meetings, 1 Risk Management Committee Meeting and 1 Stakeholder Relationship Committee Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. DEPOSITS

During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013.

12. AUDIT COMMITTEE

The composition of the Audit Committee is provided in Corporate Governance Report and forms a part of this Annual Report. There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

13. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Management Discussion and Analysis Report annexed to this report, for part of this Annual Report.

14. NOMINATION AND REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement. The policy attached to this report as 'Annexure A".

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Further there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Hence, no particulars are being provided in Form AOC - 2. All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval.

16. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, the Company has received notice from Bombay Stock Exchange for non submission of reports under Listing Agreement for the quarter ended June 30, 2014. The Company has filed necessary reports with the Bombay Stock Exchange immediately after receipt of notice.

18. AUDITORS

a. Statutory Auditor's

The Company's Statutory Auditor M/s. N. M. Raiji & Company having ICAI Registration No. 108296W retire at the ensuing Annual General Meeting.

The Board, based on recommendation of the Audit Committee, proposes the re-appointment of M/s.N. M. Raiji & Company as the Statutory Auditor of the Company at the ensuing Annual General Meeting. M/s. N. M. Raiji & Company, being eligible has expressed their willingness to such re-appointment as the Statutory Auditor. They have further confirmed their re-appointment would be in pursuance to the provisions of Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Company is generally regular in remitting the statutory payments. Regarding auditor observations of Clause No IV (a) of CARO, the payments wherever it is payable has been paid subsequently.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.Sushil Talathi & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this Report.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as required under section 92 of the Companies Act, 2013 is included in this Report as "Annexure C" and forms an integral part of this Report.

20. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no particulars to report regarding conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rules thereunder.

21. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

22. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration in excess of the limits set out under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details 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 is provided in the Annual Report as Annexure "D" which forms a part of this Report.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices.

24. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and Clause 49 of the Listing Agreement.

26. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees.

The Nomination and Remuneration Committee of the Company recommended Evaluation Policy which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board.

The Policy provides that evaluation of the performance of the Board as a whole; Board Committees and Directors shall be carried out on an annual basis.

During the year, the first Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by the Chairman of Nomination and Remuneration Committee alongwith an Independent Director. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution, independent judgement and guidance and support provided to the management.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

27. ACKNOWLEDGEMENT

We thank our employees, investors and bankers for their continued support during the year. We are grateful to the various authorities for their continued co operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

On behalf of the Board For Innovassynth Investments Limited

Mr. S.B. Ghia Place : Mumbai Chairman and Managing Director Date : 6th August, 2015 (DIN: 00005264)

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Mar 31, 2014

Dear Members,

The Directors submit the 7th Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2014 and the Profit & Loss Accounts for the year ended 31st March, 2014.

1. FinancialResults : The company has posted a net lossofRs.17,47,362 as against the netlossofRs.10,76,850 during the last year and the same amount is carried forward to the Balance sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity.

2. Dividend : Your Directors do not recommend any dividend for the period under review due to the losses suffered by the Company.

3. Directors : Mr. S.B. Ghia and Dr. B. Sahu are retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

4. Audit Committee : The Audit Committee has been in operation comprises of three Directors namely Mr. K. Ramasubramanian, who is Chairman of the Committee, Mr. S. B. Chatterjee & Mr. Anil Kumar Pandya as members of the committee.

5. Fixed Deposits / Loans: During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58Aofthe Companies Act, 1956.

6. Energy Conservation, Technology absorption and Foreign Exchange : Since the Company does not own any manufacturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. During the year under review, the company did not have any foreign exchange earnings and outgo.

7. Directors Responsibility Statement: Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 (the Act.) with respect to Directors. Responsibility Statement it is hereby confirmed:

1. That in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors had 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 as at the end of 31st March, 2014 and of the loss of the Company for the period.

3. That the directors had taken 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;

4. That the directors had prepared the annual accounts on a going-concern basis, and

8. Auditors : M/s. N. M. Raiji & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

9. Corporate Governance : As required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Management Discussion and Analysis Report annexed to this report, form part of this Annual Report

10. Compliance Certificate : A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. Registered Address : Old Mumbai-Pune Road, Khopoli- 410 203, Dist. Raigad, Maharashtra. On Behalf of Board, S.B. GHIA - CHAIRMAN

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Mar 31, 2013

To : The Members,

The Directors submit the 6th Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2013 and the Profit & Loss Accounts for the year ended 31st March, 2013.

1. Financial Results :

In this financial year of the company an amount of Rs. 10,76,850/- has been incurred towards expenses of routine nature and the net loss of Rs. 10,76,850/- has been carried to the Balance Sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity.

2. Dividend :

Your Directors do not recommend any dividend for the period under review due to the losses suffered by the Company.

3. Directors :

Mr. K. Ramasubramanian and Dr. B. Sahu are retiring by rotation at the forthcoming Annual General Meting and being eligible offer themselves for reappointment.

4. Personnel :

None of the Company''s employees was in receipt of remuneration aggregating to Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month during the year under review.

5. Fixed Deposits/Loans :

During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

6. Energy conservation, Technology absorption and Foreign Exchange :

Since the Company does not own any manu- facturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

During the year under review, the company did not have any foreign exchange earnings and outgo.

7. Directors'' responsiblity statement :

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 ("the Act") with respect to Directors'' Responsibility Statement it is hereby confirmed:

1. that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had 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 as at the end of 31st March, 2013 and of the loss of the Company for the period.

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguard-ing the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going-concern basis.

8. Auditors :

You are requested to appoint auditors for the current year M/s. N. M. Raiji & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

9. Corporate Governance :

As required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Manage-ment Discussion and Analysis Report annexed to this report, form part of this Annual Report.

10. Compliance Certificate :

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Registered Office : On behalf of the Board

Paragon Condominium,

3rd Floor,

Pandurang Budhkar Marg,

Mumbai 400 013.

Place : Mumbai, S. B. GHIA

Date : 14th August 2013 CHAIRMAN

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Mar 31, 2012

The Directors submit the 5th Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Accounts for the year ended 31st March, 2012.

1. Financial Results :

In this financial year of the company an amount of Rs. 19,90,022/- has been incurred towards expenses of routine nature and the net loss of Rs. 19,90,022/- has been carried to the Balance Sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity.

2. Dividend :

Your Directors do not recommend any dividend for the period under review due to the losses suffered by the Company.

3. Directors :

Mr. A. K. Pandya and Mr. S. B. Chatterjee are retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Mr. S. S. Sami resigned from the Board with effect from 14th August, 2012. The Company places on record the valuable guidance and contribution made by him for the Company.

4. Utilisation of Funds from Preferential issue of Equity Shares :

In furtherance of the EGM Resolution passed on 5th May, 2011 the company has allotted 4,00,000 Equity Shares of Rs.10 each and the funds realized from the issue (i.e. Rs.19 lakhs) have been utilized for repayment of interest free loans taken earlier & to meet expenses of the company.

5. Personnel :

None of the Company's employees was in receipt of remuneration aggregating to Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month during the year under review.

6. Fixed Deposits/Loans :

During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

7. Energy conservation, Technology absorption and Foreign Exchange :

Since the Company does not own any manufacturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. During the year under review, the company did not have any foreign exchange earnings and outgo.

8. Directors' responsibility statement :

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 ("the Act") with respect to Directors' Responsibility Statement it is hereby confirmed:

1. that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had 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 as at the end of 31st March, 2012 and of the loss of the Company for the period.

3. that the directors had taken 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;

4. that the directors had prepared the annual accounts on a going-concern basis.

9. Auditors :

You are requested to appoint auditors for the current year M/s. N. M. Raiji & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

10. Corporate Governance :

As required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Management Discussion and Analysis Report annexed to this report, form part of this Annual Report.

11. Compliance Certificate :

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Registered Office : On behalf of the Board

Paragon Condominium,

3rd Floor,

Pandurang Budhkar Marg,

Mumbai 400 013.

Place : Mumbai, S. B. GHIA

Date ; 14th August 2012 CHAIRMAN

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Mar 31, 2010

The Directors submit the 3rd Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2010 and the Profit & Loss Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS :

The Company has not carried out any business during the year. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity. In this second Financial year of the company an amount of Rs.7,72,024/- has been incurred towards expenses of routine nature and the net loss of Rs.7,91,838/- (including miscellaneous expenses written off) has been carried to the Balance Sheet. The Directors do not recommend declaration of any dividend for the year ended 31st March, 2010.

2. SCHEME OF ARRANGEMENT & LISTING OF COMPANYS SHARES:

As the Members are aware, the Bombay Stock Exchange Ltd. had, vide their letter No DCS/AMAlVVB/IP/355/ 2009-10 dated July 22,2009 approved listing of Companys equity shares in their Exchange subject to the condition that the trading will be permitted only after the Company files with the Exchange relaxation of Rule 19(2) (b) of the Securities Contracts (Regulations) Rules 1957, from Securities and Exchange Board of India (SEBI) After receipt of approval for listing from Bombay Stock Exchange, the matter is being pursued with SEBI for getting the relaxation under above referred Rule 19(2)(b). SEBI has sought some clarifications regarding shareholding pattern etc. These were furnished to SEBI promptly. The matter is pending with SEBI and as soon as SEBI gives its clearance, trading in the shares would commence.

3. DIRECTORS:

Mr. S. B. Chatterjee and Mr. Shyam Sami are retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

4. PERSONNEL:

None of the Companys employees was in receipt of remuneration aggregating to Rs. 24,00,000/- or more per annum or Rs. 2,00,000/- or more per month during the year under review.

5. FIXED DEPOSITS/LOANS:

During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

6. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Since the Company does not own any manufacturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. During the year under review, the company did not have any foreign exchange earnings and outgo.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 ("the Act") with respect to Directors Responsibility Statement it is hereby confirmed:

1. that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had 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 as at the end of 31st March, 2010 and of the loss of the Company for the period.

3. that the directors had taken 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;

4. that the directors had prepared the annual accounts on a going-concern basis.

8. AUDITORS:

You are requested to appoint auditors for the current year. M/s. N.M. Raiji & Co., Chartered Accountants, who f retire at the ensuing Annual General Meeting, are eligible for reappointment.

Registered Office : On behalf of the Board

Paragon Condominium,

3rd Floor, Pandurang Budhkar Marg,

Mumbai - 400 013. S. B. GHIA

Place : Mumbai

Date : 16th August, 2010 CHAIRMAN

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Mar 31, 2009

The Directors submit the 2nd Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2009 and the Profit & Loss Accounts for the year ended 31st March, 2009.

1. FINANCIAL RESULTS :

The Company has not carried out any business during the year. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity. In this second Financial year of the company an amount of Rs. 59,526/- has been incurred towards expenses of routine nature and the net loss of RS. 3,30,969/- (including miscellaneous expenses written off) has been carried to the Balance Sheet. The Directors do not recommend declaration of any dividend for the year ended 31st March, 2009.

2. SCHEME OF ARRANGEMENT & LISTING OF COMPANYS SHARES :

In pursuance of the order passed by the Honble High Court, Mumbai sanctioning the Scheme of Arrangement filed by the Company and Futura Polyesters Limited (FPL) under Sections 391 to 394 of the Companies Act, 1956, FPL transferred, in accordance with the Scheme 2.38,50,070 equity shares of Rs.10/- each aggregating to Rs. 23,85,00,700/- held in Innovassynth Technologies (India) Limited in favour of the Company. The Company had in turn allotted five (5) equity shares of the Company against every eleventh (11) equity shares held in FPL to those shareholders of Futura Polyesters Limited (FPL) whose names appeared in the Register of Members of FPL as on the book closure dates. The relevant shares so allotted by the Company had been credited to the beneficiaries account of those holding shares in demat in FPL and share certificates have been sent to those holding physical shares in FPL. The Company then applied to the Bombay Stock Exchange Limited for listing its equity shares and also sought relaxation for listing under Par 8.3.2 of the SEBJ (Disclosure & Investor Protection) Guidelines. The Company has since received a letter from Bombay Stock Exchange Limited giving approval for listing of the Companys shares subject to condition that the trading will be permitted only after the Company files with the Exchange, relaxation of Rule 19(2)(b) of Securities and Exchange Board of India (SEBI) and advertisement given in newspaper as required under Clause 8.3.5.1.3 of SEBI (DIP) Guidelines 2000. The Company is taking effective steps to fulfill the above requirements.

3. SHARE CAPITAL :

Pursuant to the Scheme of Arrangement sanctioned by the Court as referred above, the Authorised Capital was increased to RS. 25,00,00.000/- and Paid-up Capital to Rs. 23,87,80,350/-

4. DIRECTORS :

Mr. K. Ramasubramanium, Mr. Shyam Sami and Mr. S.B. Chatterjee were appointed as Additional Directors, liable to retire by rotation, and will hold office until the forthcoming Annual General Meeting and, being eligible, offer themselves for reappointment. Dr. B. Sahu retires by rotation and being eligible, offers himself for re- appointment. Mr. S. Ramachandran ceased to be a Director from the Board.

5. PERSONNEL :

None of the Companys employees was in receipt of remuneration aggregating to RS. 24,00.000/- or more per annum or RS. 2,00,000/- or more per month during the year under review.

6. FIXED DEPOSITS/LOANS :

During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Since the Company does not own any manufacturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are not applicable. During the year under review, the Company did not have any foreign exchange earnings and outgo.

8. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 (the Act) with respect to Directors Responsibility Statement it is hereby confirmed:

1. that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had 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 as at the end of 31st March, 2009 and of the profit or loss of the Company for the period.

3. that the directors had taken 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;

4. that the directors had prepared the annual accounts on a going-concern basis

9. AUDITORS :

You are requested to appoint auditors for the current year. M/s. N.M. Raiji & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting, are eligible for re-appointment.

Registered Office : On behalf of the Board

Paragon Condominium,

3rd Floor, Pandurang Budhkar Marg,

Mumbai - 400 013. S. B. GHIA

Place : Mumbai

Date : 1.09.2009 CHAIRMAN