డైరెక్టర్ల నివేదిక Inventurus Knowledge Solutions Ltd.

The Directors of Inventurus Knowledge Solutions Limited (the "Company" or "IKS") present their Report along with
the audited financial statements (standalone and consolidated) for the financial year ("FY") ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The summary of the Company''s financial performance, both on a standalone and consolidated basis, for FY 2025¬
26 as compared to the previous FY 2024-25 is as under:

For a detailed analysis of financial performance, please refer to the "Management Discussion and Analysis" Section,
forming part of this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which
occurred between the end of FY 2025-26 to which the financial statements relate and the date of this Report.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the reserves.

FINANCIAL PERFORMANCE

On a consolidated basis, the revenue for FY 2025-26 was 131,937.88, higher by 19.89 percent over the previous year''s
revenue of 126,639.94 million. The PAT attributable to shareholders for the FY 2025-26 was 17,215.54 registering a
growth of 48.45 percent over the PAT of 14,860.59 million in FY 2024-25.

On a standalone basis, the revenue for FY 2025-26 was
114,913.79, higher by 53.26 percent over the previous
year''s revenue of 19,730.83 million in FY 2024-25. The PAT
attributable to shareholders in FY 2025-26 was 15,665.19,
registering a growth of 70.66 percent over the PAT of
13,319.48 million in FY 2024-25.

REVIEW OF BUSINESS AND OPERATIONS, THE
STATE OF AFFAIRS OF THE COMPANY

Your Company is a care enablement platform assisting
clinician enterprises in the United States of America
(" US" or "USA"), Canada and Australia, with a focus on
the US markets. Your Company is a leading partner for
outpatient and inpatient care organizations, helping
them perform effectively for better clinical, financial, and
organizational outcomes. There is a growing recognition
of the increasing number of tasks that physicians must
perform in the course of their practice, but which do
not contribute to creating differentiated value. With the
evolution and consolidation of the healthcare industry,
your Company provides solutions that address these
increasing tasks, or ''chores'', and enables healthcare
delivery enterprises to focus on their core focus of
healthcare, by taking over chores that are necessary
to manage their business. Your Company does this
through a strategic blend of pragmatic technology
and global human capital with the aim of enabling
these enterprises deliver better, safer and more cost-
effective care, leveraging our domain expertise. We offer
a comprehensive platform that enables healthcare
enterprises across inpatient and outpatient care.

DIVIDEND

The Board of Directors do not recommend any dividend
for the financial year ended March 31, 2026.

The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing

Regulations") is available on the Company''s website at
https://ikshealth.com/ir/policies/dividend-distribution-
policy.pdf

CHANGES IN SHARE CAPITAL OF THE COMPANY
Authorized Capital:

The Authorized Share Capital of the Company as on March
31,2026 stood at 1210 Mn divided into 210 Mn equity shares of
11 each. There was no change in Authorized Share
Capital of the Company during the year under review.

Issued, subscribed and paid-up share capital:

The paid-up Equity Share Capital as of March 31, 2026,
stood at 1171.57 Mn divided into 171.57 Mn equity shares
of 11 each. There was no change in the paid-up share
capital during the year under review.

During the year under review, the Company has not:

i) i ssued any shares, share warrants, debentures,
bonds, or any other convertible or non¬
convertible securities.

ii) i ssued equity shares with differential rights as to
dividend, voting or otherwise.

iii) i ssued any sweat equity shares to its Directors
or employees.

iv) made any change in voting rights.

v) reduced its share capital or bought back shares.

vi) changed the capital structure resulting
from restructuring.

vii) failed to implement any corporate action.

The Company has not issued any GDRs/ADRs/Warrants
or any convertible instruments during the year under
review and the Company does not have any outstanding
GDRs/ADRs/Warrants or any convertible instruments.

The disclosure pertaining to the explanation for any
deviation or variation in connection with certain terms
of a public issue, rights issue, preferential issue, etc., is
not applicable to the Company.

EMPLOYEE STOCK OPTION SCHEME

The stock options granted to the employees of the
Company/its subsidiaries are currently operated
through Employee Stock Option Plan 2022 ("ESOP 2022")
and it is administered through Inventurus Employees
Welfare Foundation, a Trust set-up by the Company for
the said purpose. The objective of ESOP 2022 is to retain
and attract key talent, replace current performance
bonus with long-term incentive and to create wealth
opportunities for employees.

The equity shares transferred under the ESOP 2022
pursuant to exercise rank pari-passu with the existing
equity shares of the Company.

ESOP 2022 is being implemented in accordance with the
provisions of the Companies Act, 2013 ("Act") and the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 ("SEBI SBEB Regulations"). A certificate from the
Secretarial Auditor of the Company confirming that
ESOP 2022 has been implemented in accordance with
the SEBI SBEB Regulations would be made available
for electronic inspection by Members. Members can
request the same by sending an email to company.
[email protected].

Statutory disclosures as mandated under the SEBI SBEB
Regulations have been obtained. The same are available
for electronic inspection by the Members and are also
hosted on the website of the Company under the web link:
https://ikshealth.com/investor-relations .

INTERNAL FINANCIAL CONTROLS

The Company has put in place the policies and
procedures to ensure that the system of Internal Controls
including Internal Financial Controls are commensurate
with the nature, size and complexities of the Company''s
business and operation and the same are adequate
and operating effectively.

The Company has a system of Internal Financial Controls,
which provides a reasonable assurance in respect
of providing financial and operational information,
complying with applicable statutes, safeguarding
of assets of the Company, prevention and detection
of errors and frauds, accuracy and completeness of
accounting records and ensuring compliance with
corporate policies.

Based on the Board''s evaluation, it was determined that
the Company''s internal financial controls are adequate
and operated effectively during the financial year 2025-26.

INTERNAL AUDIT

The Internal Auditors of the Company follow standards
on Internal Audit and ensure compliance with Section 138
of the Act read with Rule 13 of the Companies (Accounts)
Rules, 2014, as amended and notified from time to time.

The adequacy and effectiveness of internal controls
system, compliance with internal and regulatory
guidelines and risk management practices followed
by the Company are regularly tested and reviewed
by the internal auditors. Internal Audit Reports and
action taken reports thereon are reviewed by the Audit
Committee and discussed. The Company believes
that these systems provide reasonable assurance that
the Company''s internal controls, risk management
and governance related systems and processes are
adequate and are operating effectively as intended.

LOANS, GUARANTEE AND INVESTMENTS BY
THE COMPANY

Particulars of loans given, investments made or
guarantees given are mentioned under the Notes to
Accounts annexed to the financial statements for the
year ended March 31, 2026, and the same forms part of
the Annual Report.

There are no joint venture companies within the meaning
of Section 2(6) of the Act. There has been no change in
the nature of the business of the subsidiary/associate
companies during the year under review. There are no
companies which have become or ceased to be subsidiaries
of the Company during the financial year 2025-26.

Details regarding the Material Subsidiaries of the
Company are given in the Corporate Governance
Report, which forms part of this Annual Report.
The Company''s Policy for determining material
subsidiaries is available on the Company''s web link at
https://ikshealth.com/ir/policies/Policy-for-
Determining-Material-Subsidiaries.pdf

The Consolidated Financial Statements of the Company
have been prepared in accordance with Section 129(3)
of the Act and form part of this Annual Report. Further,
a separate statement containing the salient features
of the financial statements of the subsidiaries of the
Company in the prescribed format AOC-1 is attached
to the financial statements forming part of this Annual
Report. The statement also provides details of the
performance and financial position of each of the
subsidiary and associate companies

The Financial Statements of the subsidiaries of the
Company for the financial year ended March 31, 2026,
are available on the website of the Company i.e.
https://ikshealth.com/investor-relations/

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In line with Regulation 34(2)(e) of the Listing Regulations,
the Management Discussion and Analysis Report forms
part of this Annual Report containing detailed analysis
of your Company''s performance.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")
INITIATIVES

The Company and its subsidiaries strongly believe in
creating a positive impact through the CSR space and it
is our endeavor to deepen the same in the years to come.

The Company''s CSR focus areas during the year under
review were: ¹

The CSR Committee comprises of four Directors viz.,
Ms. Theresa Stone as Chairperson, Mr. Sachin Gupta,
Mr. Amit Goela and Ms. Nithya Balasubramanian as
Members in accordance with Section 135 of the Act.

The Company''s CSR Policy is available on the website
of the Company at https://ikshealth.com/ir/policies/
Corporate-Social-Responsibility-Policy-and-
Composition-of-the-CSR-Committee.pdf

The Annual Report on CSR Activities of the Company
pursuant to Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, outlining the CSR policy
and the initiatives undertaken by the Company during
the year is given in Annexure - 1 to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS:

a) Composition of the Board:

As on March 31, 2026, the Board of Directors of
the Company comprised of eleven (11) Directors
out of which one (1) is Executive Director, six (6)
are Non-executive Non-Independent Directors
(including two (2) Nominee Directors), four (4)
are Independent Directors including one (1)
Independent Woman Director. The complete list
of Directors of the Company is provided in the
Corporate Governance Report, which forms part of
this Annual Report.

The Board composition is in compliance with
the requirements of the Act and the Listing
Regulations. The Board Diversity Policy is available
on the Company''s website under the web link:
https://ikshealth.com/ir/policies/Board-Diversity-
Policy.pdf The Board is of the opinion that the
Independent Directors of the Company are persons
of integrity with requisite expertise and experience
(including proficiency).

b) Cessation

During the year under review, Mr. Sachin Gupta-
Whole-time Director, stepped down from the
position of Whole - time Director with effect from
July 31, 2025.

c) Appointment:

During the year under review, the Board of Directors
on the recommendation of the Nomination and
Remuneration Committee ("NRC") approved the
appointment of:

i) Ms. Nithya Balasubramanian as Whole - time
Director (Executive Director) with effect from
August 1, 2025.

ii) Mr. Garheng Albert Kong as Independent
Director (Non-Executive Independent Director)
with effect from August 1, 2025.

iii) Mr. Sachin Gupta as Non-Executive Director
(Non-Executive Non-Independent Director)
with effect from August 1, 2025.

Subsequently, the Members approved their
appointment at the Annual General Meeting held
on September 23, 2025, through remote e-voting.
Details of the same are provided in the Report on
Corporate Governance, which forms part of this
Annual Report.

In the opinion of the Board, Mr. Garheng Albert Kong,
Ms. Nithya Balasubramanian and Mr. Sachin Gupta
bring on board the required experience, integrity,
expertise, and relevant proficiency, which will add
tremendous value to the Board in exercising their
role effectively.

The requisite declarations and eligibility
confirmations under the provisions of the Act and
Listing Regulations were received from Mr. Garheng
Albert Kong to consider his appointment as
Independent Director.

d) Directors liable to retire by rotation

I n accordance with Section 152 of the Act and the
Articles of Association of the Company, Mr. Amit
Goela (DIN - 01754804) is liable to retire by rotation
at the ensuing Annual General Meeting ("AGM")
and being eligible, have offered himself for re¬
appointment.

Brief resume, nature of expertise, details of
directorships held in other Companies and other
relevant information about Mr. Amit Goela as
stipulated under Secretarial Standard 2 and
Regulation 36 of Listing Regulations, is appended
as an Annexure to the Notice of the ensuing AGM.

Mr. Berjis Desai (DIN: 00153675), Non-Executive
Chairman and Non-Independent Director of the
Company, is also liable to retire by rotation at the
AGM of Company. Mr. Desai has, vide his letter dated
August 5, 2026, expressed his unwillingness to seek
re-appointment at the ensuing AGM. Accordingly,
he shall cease to be a Director and Non-Executive
Chairman of the Company upon the conclusion of
the AGM. The Board placed on record its earnest
appreciation to the invaluable contributions,
leadership and guidance extended by Mr. Berjis
Desai to the Board and the Management of the
Company during his association. He has immensely
contributed in channelizing the Company towards
high governance standards and practices. The
Board has noted and accepted the decision of
Mr. Desai and thanked him for his contribution to
the Company and wished him the best for his future
endeavors. The Board has proposed not to fill up the
vacancy caused due to Mr. Desai''s retirement at the
conclusion of AGM.

The Board has designated Mr. Clarence Carleton
King II (DIN: 08171208), Independent Director of the
Company, as the Non-Executive Chairman and
Independent Director of the Company, with effect
from the conclusion of the ensuing AGM, consequent
to the retirement of Mr. Berjis Desai as Non-Executive
Chairman and Non-Independent Director.

KEY MANAGERIAL PERSONNEL (KMP):

As on the date of the report, Ms. Nithya Balasubramanian,
Whole-time Director & Chief Financial Officer and
Mr. Sameer Chavan, Company Secretary & Compliance
Officer, are the Key Managerial Personnel pursuant to
provision of Sections 2(51) and 203 of the Act and Rules
made thereunder.

Appointment and Cessation of Key
Managerial Personnel

During the year under review:

1. Mr. Sachin Gupta- Whole-time Director, stepped
down from the position of Whole-time Director with
effect from July 31, 2025 and accordingly ceased to
be Key Managerial Personnel of the Company.

2. Ms. Nithya Balasubramanian, Chief Financial
Officer of the Company was appointed as Whole¬
time Director (Executive Director) with effect from
August 1, 2025 and accordingly continues to be a
Key Managerial Personnel of the Company. She also
draws remuneration from Aquity Solutions India
Private Limited, a wholly-owned subsidiary, as a
Whole-time Director & Chief Financial Officer.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board met seven
(7) times. The details of the meetings are given in the
Corporate Governance Report, which forms part of this
Annual Report.

EVALUATION OF THE PERFORMANCE OF
THE BOARD:

The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted
in accordance with the provisions of the Act and the
Listing Regulations.

The Board evaluated its performance after seeking inputs
from all the Directors on the basis of certain criteria
such as the board composition, effectiveness of Board
processes, knowledge, experience, competency etc. of
the Directors. The performance of the Committees was
evaluated by the Board after seeking inputs from the
committee members on the basis of certain criteria such
as the functions and duties, composition of committees,
effectiveness of committee meetings and procedures, etc.

The Board reviewed the performance of individual
Directors on the basis of certain criteria such as the
contribution of the individual Director to the Board and

Committee Meetings in the form of participation in the
deliberations and providing constructive contribution
like preparedness on the issues to be discussed,
meaningful and constructive contribution, deliberation
and inputs in meetings, etc. The Board noted that the
overall evaluation was positive and the Board as a
whole comprised of qualified and experienced directors
functioning cohesively as a team.

In a separate meeting of Independent Directors,
performance of the Non-Independent Directors and
the Board as a whole and Committees of the Board
was evaluated. Additionally, they also evaluated the
Chairperson of the Board, taking into account the views
of the Executive and Non-executive Directors. The Board
also assessed the quality, quantity and timeliness of
flow of information between the Management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties. The above
evaluation was then discussed in the Board Meeting and
performance evaluation of Independent Directors was
done by the entire Board, excluding the Independent
Director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration
from each Independent Director under Section 149(7) of
the Act, that he/ she meets the criteria of independence
laid down in Section 149(6) of the Act and under the
Listing Regulations.

In terms of Regulation 25(9) of the Listing Regulations,
based on the annual confirmations received from the
Independent Directors, the Board is of the opinion that the
Independent Directors fulfil the criteria of independence
as specified under Section 149(6) of the Act read with
Regulation 16(1)(b) of the Listing Regulations and are
independent of the management.

Further, the Board is satisfied with the integrity, expertise,
experience and proficiency of the Independent Directors
of the Company.

All the Independent Directors of the Company have
registered themselves on the Independent Directors''
Databank mandated by the Indian Institute of
Corporate Affairs as per the requirements of Rule 6 of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

The Company familiarizes its Directors including
Independent Directors, their roles, rights, responsibilities
in the Company, nature of the industry in which the
Company operates, the business model of the Company,
etc., through various programmes. These include an
orientation programme upon induction of new Directors,
as well as other initiatives to update the Directors on a
continuing basis.

The Whole-time Director apprises the Directors regarding
the business affairs of the Company on a regular basis.
In addition, the Senior Management of the Company
interacts regularly with the Directors both individually
and collectively at the Board and Committee Meetings
of the Company.

The above initiatives help the Directors to understand
and keep themselves updated about the Company, its
business and the regulatory framework in which the
Company operates and equip themselves to effectively
fulfil their role as Directors of the Company.

Details of the Familiarization Programme are provided in
the Corporate Governance Report, which forms part of
this Annual Report and are also available on the website
of the Company i.e. https://ikshealth.com/investor-
relations .

INDEPENDENT DIRECTORS'' MEETING

During the year under review, in compliance with the
provisions of the Act and Regulation 25 of the Listing
Regulations, a separate Meeting of Independent
Directors of the Company was held on May 2, 2025
without the presence of Non-Independent Directors
and Members of the Management, inter-alia, to review
the following:

1. Performance of the Chairperson

2. Performance of Independent and Non- Independent
Directors, and

3. Performance of the Board as a whole and
its Committees

They also assessed the quality, quantity and timeliness
of flow of information between the Management and
the Board. All Independent Directors were present at the
said Meeting.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy formulated
pursuant to Section 178 of the Act and the Listing
Regulations, inter alia sets guiding principles for the
NRC for:

a) Identifying persons, who are qualified to become
Directors (executive and non-executive) and
persons, who may be appointed as KMP and other
employees in senior management position in
accordance with the criteria laid down;

b) Identifying the criteria for determining qualifications,
positive attributes and independence of a director;

c) Recommending to the Board the appointment
and remuneration of Directors, KMPs and other
employees in senior management position;

d) Specifying the manner for effective evaluation of
performance of the Board, Directors, KMPs and
persons in senior management positions to be
carried out either by the Board, by the Committee
or by an independent external agency.

The Nomination and Remuneration Policy is hosted on
the website of the Company athttps://ikshealth.com/ir/
policies/Nomination-and-Remuneration-Policy.pdf

The details of the managerial remuneration for FY 2025¬
26 are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

As of March 31, 2026, the Board has 5 Committees
viz. Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee,
Risk Management Committee and Stakeholders''
Relationship Committee.

During the year under review, all recommendations of
the Committees of the Board, which were mandatorily
required, have been accepted by the Board.

A detailed note on the composition of the Board and its
Committees, its meetings held during the financial year
2025-26, attendance of the Directors at each meeting
and terms of reference of all Committees is provided in
the Corporate Governance Report, which forms part of
this Annual Report.

RISK MANAGEMENT

The Company has put in place a Policy for identification
of internal and external risks including financial,
operational, sectoral, information, cyber security, people,
infra risks and any other risks as may be determined
by the Risk Management Committee/Board. The Policy
details the measures for risk mitigation, including
systems and processes for internal control of identified
risks and business continuity planning.

Internal Audits monitor and conduct periodic evaluations
of risk management, internal control and compliance
activities to ensure the adequacy of risk controls and
appropriate risk governance. The Board and the Risk
Management Committee of the Company are entrusted
with the responsibility to review, assess and oversee
the implementation of risk management policies
and practices.

During the year under review, the Risk Management
Committee has not identified any element of risk,
which in its opinion, may threaten the existence of the
Company. The Company''s internal control systems are
commensurate with the nature of its business, size and
complexity of its operations.

RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the
Company during the financial year 2025-26 with the
related parties were in compliance with the applicable
provisions of the Act and the Listing Regulations.
Omnibus approval of the Audit Committee is obtained
for all related party transactions which are foreseen
and of repetitive nature. Pursuant to the said omnibus
approval, details of transactions entered into are also
reviewed by the Audit Committee on a quarterly basis.

During the year under review, all contracts/
arrangements/ transactions entered into by the
Company with related parties were in ordinary course
of business and on an arm''s length basis. None of the
transactions required members'' prior approval under
the Act or the Listing Regulations. There were no material
related party transactions by the Company during
financial year 2025-26. Accordingly, the disclosure of
Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable.

The Company has also put in place necessary
mechanism and has formulated a "policy on materiality
of related party transactions and on dealing with related
party transactions" ("RPT Policy"), pursuant to the
requirements of Regulation 23 of the Listing Regulations.,
in line with the amendments to the Listing Regulations,
the RPT policy was duly amended on February 4, 2026 .

This Policy provides a framework to ensure proper
identification, approval, and subsequent modification
of the Related Party Transactions and the said
policy is available on the website of the Company at
https://ikshealth.com/ir/policies/Policy-on-Materiality-
of-Related-Party-Transactions.pdf.

Members may refer to Notes of the Standalone Financial
Statements which sets out related party disclosures
pursuant to Indian Accounting Standards.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return for financial year ended March
31, 2026 is available on the Company''s website at https://
ikshealth.com/investor-relations .

PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION, EXPENDITURE
ON RESEARCH AND DEVELOPMENT, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

• The Company continues its efforts to improve
methods of energy conservations and utilization.

• The Company has framed organization rules in a
way to conserve energy as much as possible and is
in constant effort to conserve the same.

• The Company has not made any capital investment
on energy conservation equipment.

Technology absorption

• The Company has installed the best quality
equipment so as to use the technology in the most
economical way.

• The Company has not imported any technology
during the year under review.

The Company has not incurred any expenditure on
research and development during the year under review.

Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange
earnings of the Company were 16,959.52 Mn whereas
the foreign exchange outgo were 11.92 Mn.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act read with Rule 7
of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the Listing Regulations,
the Company has formulated a Vigil Mechanism/
Whistle Blower Policy for Directors and Employees of the
Company to facilitate responsible and secure reporting
of genuine concerns providing adequate safeguards
against victimization of persons who use such
mechanism and make provision for direct access to the
Chairperson of the Audit Committee in appropriate or
exceptional cases.

The Vigil Mechanism is overseen by the Audit Committee
and the same is available on the website of the Company i.e.
https://ikshealth.com/ir/policies/Whistle-Blower-
Mechanism-Policy.pdf.

For further details on the Whistle Blower Policy, please
refer to the Corporate Governance Report forming part
of this Report.

HUMAN RESOURCES

Your Directors believe that the key to the success of
any Company are its employees. Your Company has a
team of abled and experienced professionals, whose
dedicated efforts and enthusiasm has been an integral
part of your Company''s growth. Your Directors would
like to place on record their deep appreciation of their
continuous effort and contribution to the Company.

Particulars of Employees

The table containing the names and other particulars
of employees in accordance with the provisions of
Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 disclosing ratio of the
remuneration of each director to the median employee''s
remuneration and such other details is appended as
"Annexure-2" to this Report.

A statement containing the names of top 10 employees,
in terms of their remuneration, in terms of Rule 5(2) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms an integral part
of this report. The said statement is not being sent along
with this annual report to the Members of the Company. In
terms of Section 136 of the Act, the said information will be
available for inspection by Members in electronic mode.
Members can inspect the same by sending an e-mail to
the Company at [email protected].

Prevention of sexual harassment of women at
workplace

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy against sexual
harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (''POSH
Act'') and the Rules there under. The Policy aims to provide
protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of
providing a safe working environment, where employees
feel secure. The Company has also constituted an Internal
Complaints Committee as per the provisions of the said
POSH Act to inquire into complaints of sexual harassment
and recommend appropriate action.

The details of complaints received and resolved under
the POSH Act for the financial year ended March 31, 2026
are outlined below.

Out of 14 complaints resolved during the year, 2
complaints were resolved after 90 days of its receipt.

A statement with respect to the compliance of
the provisions relating to the Maternity Benefit
Act 1961:

The Board affirms that the Company remains fully
committed to upholding its Maternity Policy in strict
compliance with applicable laws, including the Maternity
Benefit Act, 1961, and in alignment with internal human
resource protocols. The policy is designed to support
the health, well-being, and work-life balance of women
employees during and after pregnancy.

AUDIT AND AUDITORS

• Statutory Auditors and Statutory Auditors'' Report

M/s. Price Waterhouse Chartered Accountants
LLP (Firm Registration no.: 012754N/N500016) were
appointed as the Statutory Auditors of the Company

at the AGM held on August 19, 2022 to hold office for
a consecutive term of five years, until conclusion of
the 21^st AGM.

The Report given by M/s. Price Waterhouse Chartered
Accountants LLP on the financial statements of the
Company for the financial year ended March 31, 2026
forms part of the Annual Report and does not contain
any qualification, reservation, adverse remarks or
disclaimer. The Notes to the Accounts referred to in the
Auditors'' Report are self-explanatory and therefore
do not call for any further explanation. Further,
pursuant to Section 143(12) of the Act, the Auditors''
of the Company have not reported any instances of
fraud committed by its officers or employees.

• Secretarial Auditors and Secretarial Audit Report

M/s Manish Ghia & Associates, Company Secretaries,
(Firm Registration Number - P2006MH007100) were
appointed as the Secretarial Auditors of the Company
at the AGM held on September 23, 2025 to hold office
for a consecutive term of five years, until conclusion
of the 24^th AGM.

The Report of secretarial auditors is annexed to
this report as "Annexure - 3" and forms an integral
part of this Report. The Secretarial Audit report
does not contain any qualification, reservation or
adverse remarks.

• Annual Secretarial Compliance Report

M/s Manish Ghia & Associates, Practicing Company
Secretaries have issued a Secretarial Compliance
Report for the financial year ended March 31, 2026
pursuant to Regulation 24A of the SEBI LODR.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under
Regulation 34(3) of the Listing Regulations forms an
integral part of this Report. The requisite certificate from
M/s Manish Ghia & Associates, Company Secretaries,
confirming compliance with the conditions of Corporate
Governance as stipulated under Listing Regulations is
attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report
("BRSR") of the Company for the year ended March 31,
2026 is provided in a separate section and forms part
of this Annual Report and is also made available on
the website of the Company at https://ikshealth.com/
investor-relations/. The report outlines the Company''s
initiatives from an Environmental, Social and Governance
["ESG"] perspective.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act, the
Company has complied with the applicable provisions
of the Secretarial Standards issued by the Institute
of Company Secretaries of India and notified by the
Ministry of Corporate Affairs.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant material orders have been passed by any
regulators or courts or tribunals, impacting the going
concern status and the Company''s operations in future.

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is
required in respect of the following matters as there
were no transactions related to these matters during
the year under review.

• Details relating to deposits covered under Chapter
V of the Act,

• Issue of equity shares with differential rights as to
dividend, voting or otherwise, sweat equity shares;

• Provisions relating to maintenance of cost records as
specified by Central Government under Section 148
of the Act;

• Proceeding pending with National Company Law
Tribunal under the Insolvency and Bankruptcy
Code, 2016;

• Instance of one-time settlement with any Bank or
financial institution;

• Change in nature of business of the Company during
the year;

• Transfer of any amount to Investor Education and
Protection Fund;

• Defaulted in repayment of loans from banks and
financial institutions;

• Provisions related to unclaimed dividend in the
previous years;

DIRECTORS'' RESPONSIBILITY STATEMENT

Based upon the framework of internal financial controls
and compliance systems established and maintained
by the Company, the work performed by the Internal,
Statutory and Secretarial Auditors, and the reviews
performed by the Management and the relevant Board
Committees, including the Audit, the Board is of the
opinion that the Company''s internal financial controls
were adequate and operating effectively during the
Financial Year 2025-26.

Pursuant to the requirements of Section 134 of the Act,

the Board of Directors, to the best of its knowledge and

ability, confirm that:

I. i n the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

II. such accounting policies have been selected
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company as at
March 31, 2026 and of the profits of the Company for
the financial year ended on that date;

III. proper and sufficient care had been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

IV. the annual accounts have been prepared on a
going concern basis;

V. proper internal financial controls laid down by the
Directors are followed by the Company and that
such internal financial controls are adequate and
operating effectively; and

VI. proper systems had been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

CAUTIONARY STATEMENT

Statements in this Report and the Management
Discussion & Analysis describing the Company''s
objectives, expectations or forecasts may be in the
form of forward looking statements. Actual outcome
may differ materially from those expressed or implied
in the statement. Important factors that could influence
the Company''s operations include economic conditions
affecting demand/supply and price conditions in the
domestic and overseas markets in which the Company
operates, changes in government regulations, tax laws,
economic developments within the country and other
incidental factors.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation
for the assistance and co-operation received from the
Government authorities, SEBI, stock exchanges, banks,
financial institutions, customers, vendors and members
during the year under review. Your Directors place on
record their appreciation for the contributions made
by the employees through their hard work, dedication,
competence, support and co-operation towards the
progress of your Company.

For and on behalf of the Board of Directors of
Inventurus Knowledge Solutions Limited

Berjis Desai

Place: Mumbai Chairman

Date: August 05, 2026 DIN: 00153675

1

Promoting health care including preventive
health care.

• Eradicating hunger, poverty and malnutrition.

• Promoting gender equality, empowering women.

• Training to promote nationally recognized sports,
paralympic sports and olympic sports.

• Promoting education, including special education
and employment enhancing vocation skills especially
among children.

• Socio economic development and relief and welfare
of women.

Material changes and commitments affecting the
financial position of the company

There have been no material changes and commitments affecting
the financial position of the Company, which occurred between
the end of FY 2024-25 to which the financial statements relate
and the date of this Annual Report.

Transfer to reserves

During the year under review, the Company has not transferred
any amount to the reserves.

Financial performance

On a consolidated basis, the revenue for FY 2024-25 was INR
26,639.94 Million, higher by 46.54 percent over the previous
year’s revenue of INR 18,179.28 Million. The PAT attributable
to shareholders for the FY 2024-25 was INR 4,860.59 Million
registering a growth of 31.19 percent over the PAT of INR
3,704.86 Million in FY 2023-24.

On a standalone basis, the revenue for FY 2024-25 was INR
9,730.83 Million, higher by 11.50 percent over the previous
year’s revenue of INR 8,726.91 Million in FY 2023-24. The PAT
attributable to shareholders in FY 2024-25 was INR 3,319.48
Million registering a reduction of 1.47 percent over the PAT of
INR 3,369.09 Million in FY 2023-24.

Review of business and operations, the state of affairs
of the company

Your Company is a care enablement platform assisting clinician
enterprises in the United States of America (“US” or “USA”),
Canada and Australia, with a focus on the US markets. Your
Company is a leading partner for outpatient and inpatient care
organizations, helping them perform effectively for better
clinical, financial, and organizational outcomes. There is a
growing recognition of the increasing number of tasks that
physicians must perform in the course of their practice, but
which do not contribute to creating differentiated value. With
the evolution and consolidation of the healthcare industry,
your Company provides solutions that address these increasing
tasks, or ‘chores’, and enables healthcare delivery enterprises to
focus on their core focus of healthcare, by taking over chores
that are necessary to manage their business. Your Company
does this through a strategic blend of pragmatic technology
and global human capital with the aim of enabling these
enterprises deliver better, safer and more cost-effective care,
leveraging our domain expertise. We offer a comprehensive
platform that enables healthcare enterprises across inpatient
and outpatient care.

Dividend

The Board of Directors did not recommend any dividend for the
financial year ended March 31, 2025.

The Dividend Distribution Policy, in terms of Regulation 43A of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) is available on the Company’s website athttps://
ikshealth.com/ir/policies/dividend-distribution-policy.pdf

Listing on stock exchanges

A highlight for the year under review was that the Company
successfully launched an Initial Public Offer (“IPO”) through offer
for sale (“OFS”) of 18,795,510 equity shares of INR 1 each of the
Company at offer price of '' 1329/- per equity shares (“Listing”).

The Company’s IPO received an overwhelming response and was
oversubscribed considerably, reflecting an investor appetite for
the issue. The Company received listing and trading approvals
from BSE Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”) and the equity shares were listed on BSE and
NSE on December 19, 2024 with a substantial gain compared to
its offer price.

Your directors believe that the Listing would provide the right
platform to take your Company to greater heights, enhance
visibility and provide liquidity to the shareholders. We are
gratified and humbled by the trust and faith shown in the
Company by the market participants and all the investors.

Changes in share capital of the company
Authorized Capital:

The Authorized Share Capital of the Company as on March 31,
2025 stood at INR 210 Mn divided into 210 MN equity shares of
INR 1 each. There was no change in Authorized Share Capital of
the Company during the year under review.

Issued, subscribed and paid-up share capital:

The Company allotted 688,496 equity shares of face value of INR
1 each at price of INR 824.22/- per equity share on May 14, 2024
by way of preferential issue through private placement.

Consequent to the aforesaid allotment of equity shares on a
preferential basis through private placement, the paid-up share
capital of the Company had increased from INR 170.88 Mn to
INR 171.57 Mn.

During the year under review, apart from above, the Company
has not:

i) issued any shares, share warrants, debentures, bonds, or
any other convertible or non-convertible securities.

ii) issued equity shares with differential rights as to dividend,
voting or otherwise.

iii) issued any sweat equity shares to its Directors or employees.

iv) made any change in voting rights.

v) reduced its share capital or bought back shares.

vi) changed the capital structure resulting from restructuring.

vii) failed to implement any corporate action.

The Company has not issued any GDRs/ADRs/Warrants or any
convertible instruments during the year under review and the
Company does not have any outstanding GDRs/ ADRs/Warrants
or any convertible instruments.

The disclosure pertaining to the explanation for any deviation or
variation in connection with certain terms of a public issue, rights
issue, preferential issue, etc. is not applicable to the Company.

Employee stock option scheme

The stock options granted to the employees of the Company/
its subsidiaries are currently operated through Employee Stock
Option Plan 2022 (“ESOP 2022") and it is administered through
Inventurus Employees Welfare Foundation, a Trust set-up by the
Company for said the purpose. The objective of ESOP 2022 is to
retain and attract key talent, replace current performance bonus
with long-term incentive and to create wealth opportunities
for employees.

The equity shares transferred under the ESOP 2022 pursuant
to exercise rank pari-passu with the existing equity shares of
the Company.

ESOP 2022 is being implemented in accordance with the
provisions of the Companies Act, 2013 (“Act") and the Securities
and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations”).
A certificate from the Secretarial Auditor of the Company
confirming that ESOP 2022 has been implemented in accordance
with the SEBI SBEB Regulations would be made available for
electronic inspection by Members. Members can request the
same by sending an email to [email protected].

Statutory disclosures as mandated under the SEBI SBEB
Regulations have been obtained. The same are available for
electronic inspection by the Members and are also hosted on the
website of the Company under the web link:https://ikshealth.
com/investor-relations/.

Internal financial controls

The Company has put in place the policies and procedures to
ensure that the system of Internal Controls including Internal
Financial Controls are commensurate with the nature, size and
complexities of the Company’s business and operation and the
same are adequate and operating effectively.

The Company has a system of Internal Financial Controls, which
provides a reasonable assurance in respect of providing financial
and operational information, complying with applicable statutes,
safeguarding of assets of the Company, prevention and detection
of errors and frauds, accuracy and completeness of accounting
records and ensuring compliance with corporate policies.

There are no associate or joint venture companies within the
meaning of Section 2(6) of the Act. There has been no change in
the nature of the business of the subsidiary companies during the
year under review. There are no companies which have become
or ceased to be subsidiaries and/ or associate of the Company
during the FY 2024-25.

Details regarding the Material Subsidiaries of the Company are
given in the Corporate Governance Report, which forms part

Based on the Board’s evaluation, it was determined that the
Company’s internal financial controls are adequate and operated
effectively during the FY 2024-25.

Internal audit

The Internal Auditors of the Company follow standards on
Internal Audit along with guidelines issued by regulators and
ensure compliance with Section 138 of the Act read with Rule
13 of the Companies (Accounts) Rules, 2014, as amended and
notified from time to time.

The adequacy and effectiveness of internal controls system,
compliance with internal and regulatory guidelines and risk
management practices followed by the company are regularly
tested and reviewed by the internal auditors. Internal Audit
Reports and action taken reports thereon are reviewed by
the Audit Committee and discussed. The Company believes
that these systems provide reasonable assurance that the
Company’s internal controls, risk management and governance
related systems and processes are adequate and are operating
effectively as intended.

Loans, guarantee and investments by the company

Particulars of loans given, investments made or guarantees
given are mentioned under the Notes to Accounts annexed to
the financial statements for the year ended March 31,2025, and
the same forms part of the Annual Report.

of this Annual Report. The Company’s Policy for determining
material subsidiaries is available on the Company’s website
under the weblink:https://ikshealth.com/ir/policies/Policy-for-
Determining-Material-Subsidiaries.pdf

The Consolidated Financial Statements of the Company have
been prepared in accordance with Section 129(3) of the Act and
form part of this Annual Report. Further, a separate statement
containing the salient features of the financial statements of the

subsidiaries of the Company in the prescribed format AOC-1 is
attached to the financial statements forming part of this Annual
Report. The statement also provides details of the performance
and financial position of each of the subsidiaries and associates.

The Financial Statements of the subsidiaries of the Company
for the financial year ended March 31, 2025, are available on
the website of the Company i.e.https://ikshealth.com/investor-
relations/

Management discussion and analysis report

In line with Regulation 34(2)(e) of the Listing Regulations,
the Management Discussion and Analysis Report forms part
of this Annual Report containing detailed analysis of your
Company’s performance.

Corporate social responsibility (“CSR”) initiatives

The Company and its subsidiaries strongly believe in creating a
positive impact through the CSR space and it is our endeavor to
deepen the same in the years to come.

The Company’s CSR focus areas during the year under
review were:

• promoting health care including preventive health care.

• Eradicating hunger, poverty and malnutrition.

• promoting gender equality, empowering women.

• training to promote nationally recognized sports, paralympic
sports and Olympic sports.

• promoting education, including special education
and employment enhancing vocation skills especially
among children.

• socio economic development and relief and welfare of women.

The CSR Committee comprises three Directors viz., Ms. Theresa
Stone as Chairperson, Mr. Sachin Gupta and Mr. Amit Goela as
Members and as in accordance with Section 135 of the Act.

The Company’s CSR Policy is available on the website of the
Company athttps://ikshealth.com/ir/policies/Corporate-
Social-Responsibility-Policy-and-Composition-of-the-CSR-
Committee.pdf

The Annual Report on CSR Activities of the Company pursuant
to Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, outlining the CSR policy, and the initiatives
undertaken by the Company during the year under review is
given in Annexure - 1 to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:

a) Composition of the Board:

As on March 31, 2025, the Board of Directors of the
Company comprised of nine (9) Directors out of which
one (1) is Executive Director, five (5) are Non-executive
Non-Independent Directors (including two (2) Nominee
Directors), three (3) are Independent Directors including
one (1) Independent Woman Director. The complete list
of Directors of the Company is provided in the Corporate
Governance Report, which forms part of this Annual Report.

The Board composition is in compliance with the
requirements of the Act and the Listing Regulations. The
Board Diversity Policy is available on the Company’s
website under the web link:https://ikshealth.com/ir/
policies/Board-Diversity-Policy.pdf. The Board is of the
opinion that the Independent Directors of the Company are
persons of integrity with requisite expertise and experience
(including proficiency).

b) Cessation

During the year under review, Dr. Mary Klotman -
Independent Director, stepped down from the post of
Independent Director with effect from November 10, 2024.

c) Appointment:

During the year under review, the Board of Directors on
the recommendation of the Nomination and Remuneration
Committee ("NRC”) approved the appointment of:

i) Dr. Mary Klotman as Additional Director (non¬
executive non-independent) with effect from
November 11, 2024.

ii) Ms. Theresa Stone as Additional Director
(Non-executive - Independent) for a period of
five years with effect from November 20, 2024 to
November 19, 2029.

Subsequently, the Members approved their appointment on
March 11, 2025 by way of postal ballot via remote e-voting.
Details of the same are provided in the Report of Corporate
Governance, forming part of this Annual Report.

In the opinion of the Board, Ms. Theresa Stone and
Dr. Mary Klotman bring on board the required experience,
integrity, expertise, and relevant proficiency which will
add tremendous value to the Board in exercising their
role effectively.

The requisite declarations and eligibility confirmations
under the provisions of the Act and Listing Regulations
were received from Ms. Theresa Stone for considering her
appointment as Independent Director.

d) Directors liable to retire by rotation

In accordance with Section 152 of the Act and the Articles
of Association of the Company, Mr. Utpal Sheth (DIN -
00081012) - Non-executive Director and Mr. Joseph
Benardello (DIN - 01672013) - Non-executive Director, are
liable to retire by rotation at this Annual General Meeting
(“AGM”) and being eligible, have offered themselves for re¬
appointment.

Brief resume, nature of expertise, details of directorships
held in other Companies and other relevant information
about Mr. Utpal Sheth and Mr. Joseph Benardello as
stipulated under Secretarial Standard 2 and Regulation 36
of Listing Regulations, is appended as an Annexure to the
Notice of AGM.

Key mangerial personnel (KMP):

As on March 31, 2025, Mr. Sachin Gupta, Whole-time Director,
Ms. Nithya Balasubramanian, Chief Financial Officer and
Mr. Sameer Chavan, Company Secretary and Compliance Officer
were the KMPs pursuant to provision of Sections 2(51) and 203
of the Act and Rules made thereunder.

Appointment and Cessation of KMP

Mr. Ananda Kumar Prabhakaran ceased to be the Chief Financial
Officer of the Company with effect from May 14, 2024 and
Ms. Nithya Balasubramanian was appointed as the Chief Financial
Officer of the Company with effect from May 15, 2024.

Mr. Sachin Gupta, KMP of the Company, also draws remuneration
from Inventurus Knowledge Solutions, Inc., a wholly-owned
subsidiary of the Company, as its Chief Executive Officer.
Ms. Nitya Balasubramanian also draws remuneration from Aquity
Solutions India Private Limited, a wholly-owned subsidiary, as its
Whole-time Director and Chief Financial Officer.

Meetings of board of directors

During the year under review, the Board met fourteen (14)
times. The details of the meetings are given in the Corporate
Governance Report, which forms part of this Annual Report.

Evaluation of the performance of the board

The annual evaluation process of the Board of Directors, individual
Directors and Committees was conducted in accordance with the
provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs
from all the Directors on the basis of certain criteria such as
the board composition, effectiveness of Board processes,
knowledge, experience, competency etc. of the Directors. The
performance of the Committees was evaluated by the Board
after seeking inputs from the committee members on the basis
of certain criteria such as the functions and duties, composition
of committees, effectiveness of committee meetings and
procedures, etc.

The Board reviewed the performance of individual Directors
on the basis of certain criteria such as the contribution of the
individual Director to the Board and Committee Meetings in
the form of participation in the deliberations and providing
constructive contribution like preparedness on the issues
to be discussed, meaningful and constructive contribution,
deliberation and inputs in meetings, etc. The Board noted that
the overall evaluation was positive and the Board as a whole
comprised of qualified and experienced directors functioning
cohesively as a team.

In a separate meeting of Independent Directors, performance
of the Non-Independent Directors and the Board as a whole
and Committees of the Board was evaluated. Additionally,
they also evaluated the Chairperson of the Board, taking
into account the views of the Executive and Non-executive
Directors. The Board also assessed the quality, quantity and
timeliness of flow of information between the Management
and the Board that is necessary for the Board to effectively and
reasonably perform their duties. The above evaluation was then
discussed in the Board Meeting and performance evaluation of
Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.

Declaration by independent directors

The Company has received the necessary declaration from each
Independent Director under Section 149(7) of the Act, that he/
she meets the criteria of independence laid down in Section
149(6) of the Act and under the Listing Regulations.

In terms of Regulation 25(9) of the Listing Regulations, based
on the annual confirmations received from the Independent
Directors, the Board is of the opinion that the Independent
Directors fulfil the criteria of Independence as specified under
Section 149(6) of the Act read with Regulation 16(1)(b) of the
Listing Regulations and are Independent of the management.

Further, the Board is satisfied with the integrity, expertise,
experience and proficiency of the Independent Directors of
the Company.

All the Independent Directors of the Company have registered
themselves on the Independent Directors’ Databank mandated
by the Indian Institute of Corporate Affairs as per the
requirements of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

Familiarization programme for the independent
directors

The Company familiarizes its Directors including Independent
Directors, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, the
business model of the Company and also on certain Regulatory
updates, etc., through various programmes. These include an
orientation programme upon induction of new Directors, as well
as other initiatives to update the Directors on a continuing basis.

The Whole-time Director apprises the Directors regarding the
business affairs of the Company on a regular basis. In addition,
the Senior Management of the Company interacts regularly with
the Directors both individually and collectively at the Board and
Committee Meetings of the Company.

The above initiatives help the Directors to understand and
keep themselves updated about the Company, its business and
the regulatory framework in which the Company operates and
equip themselves to effectively fulfil their role as Directors of
the Company.

Details of the Familiarization Programme are provided in the
Corporate Governance Report, which forms part of this Annual
Report and are also available on the website of the Company i.e.
https://ikshealth.com/investor-relations/.

Independent directors'' meeting

During the year under review, in compliance with the provisions
of the Act and Regulation 25 of the Listing Regulations, a
separate Meeting of Independent Directors of the Company
was held without the presence of Non-Independent Directors
and Members of the Management, inter-alia, to review
the following:

1. Performance of the Chairperson

2. Performance of Independent and Non- Independent
Directors, and

3. Performance of the Board as a whole and its Committees

They also assessed the quality, quantity and timeliness of flow
of information between the Management and the Board. All
Independent Directors were present at the said Meeting.

Nomination and remuneration policy

The Nomination and Remuneration policy formulated pursuant
to Section 178 of the Act and the Listing Regulations, inter alia
sets guiding principles for the NRC for:

a) Identifying persons, who are qualified to become Directors
(executive and non-executive) and persons, who may
be appointed as KMP and other employees in senior
management position in accordance with the criteria
laid down;

b) Identifying the criteria for determining qualifications,
positive attributes and independence of a director;

c) Recommending to the Board the appointment and
remuneration of Directors, KMPs and other employees in
senior management position;

d) Specifying the manner for effective evaluation of
performance of the Board, Directors, KMPs and persons

in senior management positions to be carried out either
by the Board, by the Committee or by an independent
external agency.

The Nomination and Remuneration Policy is hosted on the
website of the Company athttps://ikshealth.com/ir/policies/
Nomination-and-Remuneration-Policy.pdf

The details of the managerial remuneration for FY 2024-25 are
provided in the Corporate Governance Report.

Committees of the board

As of March 31, 2025, the Board has 5 Committees viz. Audit
Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Risk Management
Committee and Stakeholders’ Relationship Committee.

During the year under review, all recommendations of the
Committees of the Board, have been accepted by the Board.

A detailed note on the composition of the Board and its
Committees, its meetings held during the FY 2024-25, attendance
of the Directors at each meeting and terms of reference of all
Committees is provided in the Corporate Governance Report,
which forms part of this Annual Report.

Risk management

The Company has put in place a Policy for identification of
internal and external risks including financial, operational,
sectoral, information, cyber security, people, infra risks and
any other risks as may be determined by the Risk Management
Committee/Board. The Policy details the measures for risk
mitigation, including systems and processes for internal control
of identified risks and business continuity planning.

Internal Audits monitor and conduct periodic evaluations of
risk management, internal control and compliance activities
to ensure the adequacy of risk controls and appropriate risk
governance. The Board and the Risk Management Committee
of the Company are entrusted with the responsibility to review,
assess and oversee the implementation of risk management
policies and practices.

During the year under review, the Risk Management Committee
has not identified any element of risk, which in its opinion, may
threaten the existence of the Company. The Company’s internal
control systems are commensurate with the nature of its
business, size and complexity of its operations.

Related party transactions

All contracts/arrangement/transactions entered by the
Company during the FY 2024-25 with the related parties were
in compliance with the applicable provisions of the Act and the
Listing Regulations. Omnibus approval of the Audit Committee
is obtained for all related party transactions which are foreseen
and of repetitive nature. Pursuant to the said omnibus approval,

details of transactions entered into are also reviewed by the
Audit Committee on a quarterly basis.

During the year under review, all contracts/arrangements/
transactions entered into by the Company with related parties
were in ordinary course of business and on an arm’s length basis.
None of the transactions required members’ prior approval under
the Act or the Listing Regulations. There were no material related
party transactions by the Company during financial year 2024¬
25. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable.

The Company has also put in place necessary mechanism and has
formulated a policy on materiality of related party transactions
and on dealing with related party transactions, in line with the
requirements of Regulation 23 of the Listing Regulations. This
Policy provides a framework to ensure proper identification,
approval, and subsequent modification of the Related Party
Transactions and the said policy is available on the website of
the Company athttps://ikshealth.com/ir/policies/Policy-on-
Materiality-of-Related-Party-Transactions.pdf.

Members may refer to Notes of the Standalone Financial
Statements which sets out related party disclosures pursuant to
Indian Accounting Standard(“ind AS").

Annual return

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return for financial year ended March 31, 2025 is
available on the Company’s website athttps://ikshealth.com/
investor-relations/.

Particulars of energy conservation, technology
absorption, expenditure on research and
development, foreign exchange earnings and outgo

Conservation of Energy

• The Company continues its efforts to improve methods of
energy conservations and utilization.

• The Company has framed organization rules in a way to
conserve energy as much as possible and are in constant to
conserve the same.

• The Company has not made any capital investment on energy
conservation equipment.

Technology absorption

• The Company has installed the best quality equipment so as
to use the technology in the most economical way.

• The Company has not imported any technology during the
year under review.

The Company has not incurred any expenditure on research and
development during the year under review.

Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange earnings
of the Company were INR 9,730.83 Mn whereas there was no
foreign exchange outgo.

Vigil mechanism

Pursuant to Section 177(9) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of the Listing Regulations, the Company
has formulated a Vigil Mechanism/ Whistle Blower Policy
for Directors and Employees of the Company to facilitate
responsible and secure reporting of genuine concerns providing
adequate safeguards against victimisation of persons who
use such mechanism and make provision for direct access to
the Chairperson of the Audit Committee in appropriate or
exceptional cases.

The Vigil Mechanism is overseen by the Audit Committee and
the same is available on the website of the Company i.e.https://
ikshealth.com/ir/policies/Whistle-Blower-Mechanism-Policv.pdf.

For further details on the Whistle Blower Policy, please refer
to the Corporate Governance Report forming part of this
Annual Report.

Human resources

Your Directors believe that the key to the success of any
Company are its employees. Your Company has a team of
abled and experienced professionals, whose dedicated efforts
and enthusiasm has been an integral part of your Company’s
growth. Your Directors would like to place on record their
deep appreciation of their continuous effort and contribution
to the Company.

Particulars of Employees

The table containing the names and other particulars of
employees in accordance with the provisions of Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
disclosing ratio of the remuneration of each director to the
median employee’s remuneration and such other details is
appended as "Annexure-2”.

A statement containing the names of top 10 employees, in terms
of their remuneration, in terms of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms an integral part of this report. The said
statement is not being sent along with this annual report to the
members of the Company. In terms of Section 136 of the Act,
the said information will be available for inspection by Members
in electronic mode. Members can inspect the same by sending
an e-mail to the Company at [email protected].

Prevention of sexual harassment of women at workplace

The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy against sexual harassment
at the workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (‘POSH Act’) and the Rules there
under. The Policy aims to provide protection to employees at
the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment,
where employees feel secure. The Company has also constituted
an Internal Complaints Committee as per the provisions of the
said POSH Act to inquire into complaints of sexual harassment
and recommend appropriate action.

During the year under review, 13 out of 13 complaints of sexual
harassment received were resolved.

Audit and auditors

• Statutory Auditors and Statutory Auditors'' Report

M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration no.: 012754N/N500016) were appointed as
the Statutory Auditors of the Company at the AGM held
on August 19, 2022 to hold office for a consecutive term of
five years, until conclusion of the 21^st AGM.

The Report given by M/s. Price Waterhouse Chartered
Accountants LLP on the financial statements of the
Company for the financial year ended March 31,2025 does
not contain any qualification, reservation, adverse remarks
or disclaimer. The Notes to the Accounts referred to in the
Auditors’ Report are self-explanatory and therefore do
not call for any further explanation. Further, pursuant to
Section 143(12) of the Act, the Auditors’ of the Company
have not reported any instances of fraud committed by its
officers or employees.

• Secretarial Auditors and Secretarial Audit Report

M/s. Suman Surekha & Associates, Practicing Company
Secretaries, were appointed to conduct the Secretarial
Audit of the Company under the provisions of Section 204
of the Act for the FY 2024-25. The Report of secretarial
auditors is annexed to this report as Annexure - 3. The
Secretarial Audit report does not contain any qualification,
reservation or adverse remarks.

The Board at its meeting held on May 15, 2025, approved
the appointment of M/s Manish Ghia & Associates,
Company Secretaries, (Firm Registration Number -
P2006MH007100) for audit period of five consecutive
years commencing from financial year 2025-26 till financial
year 2029-30, subject to approval of the shareholders.

• Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year
ended March 31, 2025 on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder,
was obtained from M/s. Suman Surekha & Associates,
Practicing Company Secretaries.

Corporate governance report

The Corporate Governance Report as stipulated under
Regulation 34(3) of the Listing Regulations forms an integral part
of this Annual Report. The requisite certificate from M/s. Suman
Surekha & Associates, Practicing Company Secretaries,
confirming compliance with the conditions of Corporate
Governance as stipulated under Listing Regulations is attached
to the Corporate Governance Report.

Compliance with secretarial standards

Pursuant to the provisions of Section 118 of the Act, the Company
has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of
India and notified by the Ministry of Corporate Affairs.

Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and company''s operations in future

No material orders have been passed by any regulators or courts
or tribunals, which would impact the going concern status and
the Company.

Other disclosures

Your directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions
related to these matters during the year under review.

• Details relating to deposits covered under Chapter V of the Act,

• Issue of equity shares with differential rights as to dividend,
voting or otherwise, sweat equity shares;

• Provisions relating to maintenance of cost records as specified
by Central Government under Section 148 of the Act;

• Proceeding pending with National Company Law Tribunal
under the Insolvency and Bankruptcy Code, 2016;

• Instance of one-time settlement with any Bank or
financial institution;

• Change in nature of business of the Company during the year;

• Transfer of any amount to Investor Education and
Protection Fund;

• Defaulted in repayment of loans from banks and
financial institutions;

• Provisions related to unclaimed dividend in the previous years;

Further, as the equity Shares of the Company were listed on
BSE and NSE w.e.f December 19, 2024 the requirement with
respect to Business Responsibility and Sustainability Report
under Listing Regulations shall become applicable with effect
from April 1, 2025 and the report on it will be part of the Annual
Report of financial year 2025-26.

Directors'' responsibility statement

Based upon the framework of internal financial controls and
compliance systems established and maintained by the Company,
the work performed by the Internal, Statutory and Secretarial

Auditors, and the reviews performed by the Management and
the relevant Board Committees, including the Audit, the Board
is of the opinion that the Company’s internal financial controls
were adequate and operating effectively during the FY 2024-25.

Pursuant to the requirements of Section 134 of the Act, the
Board of Directors, to the best of its knowledge and ability,
confirm that:

I. in the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

II. accounting policies have been selected and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2025
and of the profit of the Company for the financial year
ended on that date;

III. proper and sufficient care had been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud
and other irregularities;

IV. the annual accounts have been prepared on a going
concern basis;

V. proper internal financial controls laid down by the Directors
are followed by the Company and that such internal financial
controls are adequate and operating effectively; and

VI. proper systems had been devised to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Cautionary statement

Statements in this Report and the Management Discussion
& Analysis describing the Company’s objectives, projections,
estimates, expectations or forecasts may be forwardlooking
within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed or
implied in the statement. Important factors that could influence
the Company’s operations include economic conditions affecting
demand/supply and price conditions in the domestic and overseas
markets in which the Company operates, changes in government
regulations, tax laws, economic developments within the country
and other incidental factors.

Acknowledgements

Your Directors would like to express their appreciation for the
assistance and co-operation received from the Government
authorities, banks, financial institutions, customers, vendors
and members during the year under review. Your Directors
place on record their appreciation for the contributions
made by the employees through their hard work, dedication,
competence, support and co-operation towards the progress
of your Company.

For and on behalf of the Board of Directors of
Inventurus Knowledge Solutions Limited

Berjis Desai

Chairman
DIN: 00153675

Place: Mumbai
Date: May 15, 2025