డైరెక్టర్ల నివేదిక Innovatus Entertainment Networks Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting the 12^th Annual Report on the business and operations of
your Company along with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL RESULTS:

The key highlights of the Audited Financial Statements of your Company for the financial year
ended March 31, 2024 and comparison with the previous financial year ended March 31, 2023 are
summarized below:

in Lakhs)

Particulars	For the year	For the year
	ended March	ended March
	31, 2024	31,2023
Revenue from Operations	1,992.89	1,093.93
Other income	-	-
Total Revenue	1,992.89	1,093.93
Less: Total expenses	1,900.21	1,029.63
Profit Before Tax	92.67	64.30
Less: Tax Expenses	28.47	16.04
Profit after Tax	64.20	48.26
Basic Earnings per share of face value of ?10/ - each	1.62	2.00
Diluted Earnings per share of face value of ?10/- each	1.62	2.00

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

During the year under review, the revenue of the Company increased to ? 1,992.89Lakhs compared
to ? 1,093.93 Lakhs in the previous year. The profit after tax for the year increased to ? 64.20 Lakhs
as compared to ? 48.26 Lakhs in the previous year.

The operating and financial performance of your Company has been covered in the Management
Discussion and Analysis Report which forms a part of the Annual Report.

INITIAL PUBLIC OFFERING:

Your Directors are pleased to inform that, During the year under review, your Company
completed the initial public offering of its equity shares ("IPO") by way of issue of 15,48,000 equity
shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company, for cash at a price of
Rs. 50/- (Rupees Fifty Only) per equity share (including premium of Rs. 40 per share).

Pursuant to listing of equity shares on stock exchanges, your Company enjoys the benefit of
enhanced brand name and creation of public market for the equity shares of the Company.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March, 2024.
RESERVES:

The Board of Directors of your company has decided to transfer any amount to the General
Reserves account for the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report. There has been no change in
the nature of business of the Company.

CHANGE IN NATURE OF BUSINESS

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

CHANGE IN REGISTERD OFFICE

During the year under review, there is no change/shifting of registered office. However subsequent
to the closing of Financial year the Company has sift its registered office from Office No. 407,
Crescent Royale, Off New Link Road Andheri West, Mumbai - 400053 to 105. Richa Industrial Estate
Premises Co-Operative Society Limited, Plot No. 8/29, Off. New Link Road, Oshiwara, Andheri
West, Mumbai, Maharashtra, India, 400053

CHANGES IN CAPITAL STRUCTURE

Authorised Share Capital:

During the year under review, the Company has not increased its authorised share capital.

Paid-up Share Capital:

During the year under review, pursuant to initial public offering of its equity shares ("IPO"), the
company has allotted 15,48,000 (Fifteen Lakh Forty Eight Thousand) equity shares of face value of
Rs. 10/- (Rupees Ten Only) each, for a cash at a price of Rs. 50/ - (Rupees Fifty Only) per equity
share.

Furthermore, the Company has not issued any shares with differential voting rights, has not bought
back any shares, it has neither issued sweat equity shares and does not have any scheme to fund its
employees to purchase the equity shares of the Company.

ALTERATION IN MEMORANDUM

During the year under review, the has not altered its Memorandum of Association (MOA).
DEPOSITS:

Your Company has not accepted/ invited deposits from the public falling within the ambit of section

73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. During the
year, the Company has not taken any loan from its directors.

HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, our Company does not have any holding, subsidiary, joint ventures
and associate companies.

BOARD OF DIRECTORS

As on March 31, 2024, the Board of Directors of your Company comprises of 04 (Four) Directors, of
which 1 (one) is Non-Executive Directors, 2 (Two) is Non-Executive Independent Directors & 01
(one) is Executive Directors. The details are as follows:

DIN	Name of the Director	Designation
09746349	Sanjay Dattaram Khanvilkar	Managing Director
08046769	Azharuddin Rabbani Mulla (Resiged wef 23/03/2024)	Non -Executive Director
09571985	Ujwala Kisan Pagare	Non-Executive and Independent Director
09572022	Harshal Vilas Wagh	Non-Executive and Independent Director
10478019	Mr. Kishor Anil Kokate (Appointed wef 01/04/2024	Non -Executive Director

On the basis of the written representations received from the Directors, none of the above directors
are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI
or any other Statutory authority for holding office of a Director.

KEY MANAGERIAL PERSONNEL

During the year under review, following are the Key Managerial Personnels of the Company:

Name of the Key Managerial Personnel	Designation
Mr. Rajendra Waman Banote	Chief Financial Officer (CFO)
Ms. Sonal Gandhi* (Resigned w.e.f 04/09/2023)	Company Secretary and Compliance Officer
Ms. Disha Jain (Appointed w.e.f 04/10/2023)	Company Secretary and Compliance Officer

DECLARATION OF INDEPENDENCE

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with Schedule IV
and other applicable provisions, if any, and the Companies (Appointment and Qualification of
Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not
liable to retire by rotation.

Further, the Company has received the declarations from the Independent Directors confirming that
they meet with the criteria of Independence as prescribed under the amended provisions of
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015, the same has been taken on the records of the Company in the Board meeting.

There has been no change in the circumstances affecting their status as Independent Directors of the
Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than receiving the Sitting fees, Commission, if
any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board / Committees of the Company.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI Regulations, the Company has worked out a Familiarisation Programme for
the Independent Directors, with a view to familiarise them with their role, rights and responsibilities
in the Company, nature of Industry in which the Company operates, business model of the
Company, etc.

Through the Familiarisation Programme, the Company apprises the Independent Directors about
the business model, corporate strategy, business plans and operations of the Company. The
Directors are also informed about the financial performance, annual budgets, internal control
system, statutory compliances etc. They are also familiarised with Company''s vision, core values,
ethics and corporate governance practices.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
& Disclosures Requirements) Regulations, 2015, the Board of Directors of your Company have
carried out Annual Performance evaluation of:

(i) Their own performance as a whole;

(ii) Individual Directors Performance; and

(iii) Performance of all Committees of the Board for the Financial Year 2023-2024.

The performance of the Board as a whole and of its committees was evaluated by the Board through
structured questionnaire which covered various aspects such as the composition and quality,
meetings and procedures, contribution to Board processes, effectiveness of the functions allocated,
relationship with management, professional development, adequacy, appropriateness and
timeliness of information etc. Taking into consideration the responses received from the Individual
Directors to the questionnaire, performance of the Board and its Committees was evaluated. The
Directors expressed their satisfaction with the evaluation process.

MEETINGS OF THE BOARD

During the year under review, the Board of Directors met 13 (Thirteen) times. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013. Further,
the details of the Meetings of Board of Directors are as follows:

Sr. No	Date of Board Meeting	No. of Director Entitled to attend	No. of Director Presented
1	25/05/2023	4	4
2	23/08/2023	4	4
3	04/09/2023	4	4
4	03/10/2023	4	4

5	14/11/2023	4	4
6	10/02/2024	4	4

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and
Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website
of the Company and can be accessed through the following weblink: www.innovatus.info.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 and the rules made thereunder are given in the respective notes to the Financial
Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented
in a separate section and forms part of the Annual Report of the Company.

CORPORATE GOVERNANCE

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been
adhering to the directions and guideline, as required and if applicable on the Companies size and
type as per Regulations 15 of SEBI (LODR), Regulation,2015 the Corporate Governance is not
applicable on SME Listed Companies.

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees, as per the provisions of
the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference
and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the
Board has constituted the following committees:

1. Audit Committee;

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee;

1. AUDIT COMMITTEE

The Constitution of the Audit Committee is as follows:

Name of the Member	Designation	Nature of Directorship
Ujwala Kisan Pagare	Chairman	Independent Director
Harshal Vilas Wagh	Member	Independent Director
Mr. Azharuddin Rabbani Mulla (Resiged wef 23/03/2024	Member	Non - Executive Director

Mr. Kishor Anil Kokate	Member	Non- Executive Director
(Appointed wef 01/04/2024

The Company Secretary and Compliance Officer of the Company is the Secretary to the Audit
Committee.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Constitution of the Nomination and Remuneration Committee is as follows:

Name of the Member	Designation	Nature of Directorship
Ujwala Kisan Pagare	Chairman	Independent Director
Harshal Vilas Wagh	Member	Independent Director
Mr. Azharuddin Rabbani Mulla (Resiged wef 23/03/2024	Member	Non Executive Director
Mr. Kishor Anil Kokate (Appointed wef 01/04/2024	Member	Non Executive Director

3. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Constitution of the Stakeholders Relationship Committee is as follows:

Name of the Member	Designation	Nature of Directorship
Mr. Azharuddin Rabbani Mulla (Resiged wef 23/03/2024	Chairman	Non - Executive Director
Mr. Kishor Anil Kokate (Appointed wef 01/04/2024	Chairman	Non - Executive Director
Ujwala Kisan Pagare	Member	Independent Director
Harshal Vilas Wagh	Member	Independent Director

AUDITORS AND REPORTS
Statutory Auditors

During the year under review, M/s. Piyush Kothari & Associates, Chartered Accountants (FRN:
140711W) was appointed as the Statutory Auditors of the Company in the 09^th general meeting held
on September 30, 2021 for a term of 5 years, till the conclusion of 14^th Annual General Meeting of the
Company, on such remuneration as may be agreed by the Board, in addition to the reimbursement
of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the
Company.

The Auditors Report for the Financial Year ended March 31, 2024, does not contain any qualification,
reservation or adverse remark. Further, the Auditors have expressed an Unmodified Opinion on the
Audited Financial Statements for the financial year ended March 31, 2024.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013 the Statutory Auditor of
the Company s nor the Secretarial Auditor have reported any incident of fraud to the Audit or the
Risk Committee during the year under review.

Secretarial Auditor and Secretarial Audit Report

During the year under review, the provisions of Section 204 read with Section 134(3) of the

Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable on the Company.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE STATUTORY AUDITORS:

During the year under review, the Statutory Auditors have not reported any fraud under Section
143 (12) of the Companies Act, 2013.

COST AUDIT AND MAINTENANCE OF COST RECORDS

As on March 31, 2024, the provisions related to maintenance of Cost records as specified by the
Central Government under Section 148 (1) of Companies Act, 2013 are not applicable to the
Company. Accordingly, such Cost accounts and the Cost records are not required to maintained by
the Company.

RELATED PARTY TRANSACTIONS

The Board has formulated and adopted a Related Party Transactions Policy ("RPT Policy") for the
purpose of identification, monitoring and reporting of related party transactions. The RPT Policy as
approved by the Board is uploaded on the Company''s website viz. www.innovatus.info.

All the Related Party Transactions entered into during the financial year were entered in the
Ordinary course of business and at an arm''s length basis. There are no materially significant Related
Party Transactions made by the Company with its Promoters, Directors, Key Managerial Personnel
or other Designated persons which may have a potential conflict with the interest of the Company
at large.

Further, since there were no transactions with the related parties, hence the disclosure was not
required to be reported by the Company in Form AOC-2. The members may refer to the notes to the
financial statements for further Disclosures.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate internal financial controls. Further, the members of the Audit
Committee interact with the Statutory Auditors and the management in dealing with matters within
its terms of reference. During the year, such controls were assessed to find out any weaknesses in
them. Services of professional consultants were obtained to remove such weaknesses wherever
required and ensuring that the internal financial controls are robust and are operating effectively.

The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The
accounting records are maintained in accordance with generally accepted accounting principles in
India. This ensures that the financial statements reflect true and fair financial position of the
Company.

The details of the internal financial control systems and their adequacy are included in a detailed
manner in Management Discussions and Analysis Report, which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As on March 31, 2024, the provisions of Section 135 of the Companies Act, 2013 read with the

Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company and its future operations.

INDUSTRIAL RELATIONS

The Company''s relations with all its employees remained cordial and satisfactory during the year
under review.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197 (12) of
the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure I".

The statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available
for inspection and any Member interested in obtaining a copy of the same may write to the Company
Secretary and Compliance Officer of the Company.

CEO/CFO CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation
17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not applicable on the
Company as the Company is listed on the SME platform and the exemption is granted to the
Companies listed on the SME platform under Regulation 15(2) of SEBI (LODR), Regulations, 2015.

Further member are requested to refer "Annexure II" to the board Report for certificate.

INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code. Further the Directors
and all the designated persons have confirmed that they have adhere to the code.

STATUTORY DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of The
Companies (Accounts) Rules, 2014 is as follows:

A	CONSERVATION OF ENERGY

i)	Steps taken or impact on conservation of energy	Your Company accords highest priority to energy conservation and is committed for energy conservation measures including regular review of energy consumption and effective control on utilisation of energy. The Company has designed its facilities keeping in view the objective of minimum energy loss. The Company has taken all steps to conserve Energy in the work places by educating and training the employees to conserve energy. The Company has installed invertor AC in areas which are operating extended hours. Energy saving LED lights are installed at various laboratories and collection centres. Every year, energy audit is conducted at Central Laboratory of the Company which is carried out by Independent Professional Agency.
ii)	Steps taken by the Company for utilising alternate sources of energy	The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power
iii)	Capital investment on energy conservation equipment	The Capital investment on energy conservation equipment is insignificant.
B	TECHNOLOGY ABSORPTION
i)	Efforts made towards technology absorption	The Company being in Service Sector has adopted all new technology in terms of new software and hardware and latest machinery with automated processes available in the current Techno-environment and commensurate to the size, scale and complexity of its operations.
ii)	Benefits derived from technology absorption	Technology absorption has helped the Company to provide better and more accurate service to the Customers.
iii)	Details of Imported technology (last three years)
	- Details of technology imported	Nil
	- Year of Import	N.A.
	- Whether technology being fully absorbed	N.A.
	- If not fully absorbed, areas where absorption has not taken place and reasons thereof	N.A.
iv)	Expenditure incurred on Research and development	Nil
C	FOREIGN EXCHANGE EARNINGS AND OUTGO (? in Lakhs)

i)	Foreign Exchange inflow	NA
ii)	Foreign Exchange outflow	NA

VIGIL MECHANISM/ WHISTLEBLOWER

The Company has in place a vigil mechanism as required under Section 177 of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, for
Director and employees to report their genuine concerns about unethical behaviour, actual or
suspected fraud, or violation of the Company''s code of conduct, the details of which are given in the
Corporate Governance Report.

The Policy on Vigil Mechanism and Whistleblower is available on the website of the Company and
can be accessed through the following weblink: www.innovatus.info.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment
at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company
has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual
harassment of women employees at the workplace, the details of which are given in the Corporate
Governance Report. During the year, there were no complaints were received.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode. The ISIN of the Fully Paid-Up
Equity Shares of your Company is INE0LYO01018.

SHARE TRANSFER SYSTEM
Nomination Facility

Shareholders who hold shares in physical form and wish to make/ change a nomination in respect
of their shares in the Company, as permitted under Section 72 of the Companies Act, 2013, may
submit request to Registrar and Transfer Agent (RTA) the prescribed Forms SH-13/SH-14.

Shares held in Electronic Form

Shareholders holding shares in electronic form may please note that instructions regarding change
of address, bank details, email address, nomination and power of attorney should be given directly
to the Depository Participant (DP).

Shares held in Physical Form

As on 31^st March 2024, all the share held by the shareholders were in dematerialised form.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

A. In preparation of the Annual accounts for the year ended March 31, 2024; the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

B. They have selected such accounting policies as mentioned in the notes to the Financial Statements
and applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give true and fair view of the Statement of Affairs of the Company as at March
31, 2024 and of the Profit of the Company for the year ended on that date;

C. They have taken proper and sufficient care for 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;

D. They have prepared the Annual accounts on a going concern basis;

E. They have laid down internal finance controls to be followed by the Company and such internal
finance controls are adequate and operating effectively;

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

CAUTIONARY STATEMENT

The statements in this Report, particularly those which relate to Management Discussion and
Analysis as explained in a separate Section in this Report, describing the Company''s objectives,
projections, estimates and expectations may constitute ''forward looking statements'' within the
meaning of applicable laws and regulations. Actual results might differ materially from those either
expressed or implied in the statement depending on the circumstances.

APPRECIATIONS

Your Directors acknowledge the valuable contribution of all its employees at all levels in the
continuous growth of the Company and making it a dominant player in the market.

The Directors would also like to thank the Company''s Joint Venture Partners, Banks and other
Stakeholders for their continued co-operation and support in the Company''s growth and in its
operations.

For Innovatus Entertainment Networks Limited	For Innovatus Entertainment Networks Limited
Sd/-	Sd/-
Sanjay Dattaram Khanvilkar	Harshal Vilas Wagh
Managing Director	Director
DIN: 09746349	DIN: 09572022
Place: Mumbai	Place: Mumbai
Date: 04/09/2024	Date: 04/09/2024