Directors Report of Inventurus Knowledge Solutions Ltd.

Mar 31, 2025

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, 2025.

Financial highlights

The summary of the Company’s financial performance, both on a standalone and consolidated basis, for FY 2024-25 as compared to
the previous FY 2023-24 is as under:

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

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	26,639.94	18,179.28	9,730.83	8,726.91
Other Income	389.98	400.10	153.17	328.33
Total Income	27,029.92	18,579.38	9,884.00	9,055.24
Changes in inventories of stock-in-trade	7.47	7.14	-	-
Employee Benefit expenses	14,946.06	9,618.86	4,321.99	3,883.81
Other expenses	3,989.29	3,350.31	1,144.63	904.82
Depreciation and amortization expenses	1,126.63	585.45	288.58	216.34
Finance Cost	897.65	600.94	109.08	153.25
Total Expenses	20,967.10	14,162.70	5,864.28	5,158.22
Profit before Exceptional items and Tax	6,062.82	4,416.68	4,019.72	3,897.02
Exceptional Items	-	-	-	-
Profit Before Tax	6,062.82	4,416.68	4,019.72	3,897.02
Tax Expenses	1202.23	711.82	700.24	527.93
Current Tax	1247.55	905.74	700.22	694.00
Deferred Tax	(45.32)	(193.92)	0.02	(166.07)
Profit for the year	4,860.59	3,704.86	3,319.48	3,369.09
Other Comprehensive Income/(loss)	681.61	1,125.43	(44.86)	57.34
Total Comprehensive Income for the year	5,542.20	4,830.29	3,274.62	3,426.43
Earnings per Equity Share
Basic	29.20	22.37	19.94	20.34
Diluted	28.62	22.15	19.54	20.14

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.

Subsidiaries/ joint ventures/ associate companies

As on March 31, 2025, the Company had 7 subsidiaries and the details are as under:

S,r. Particulars No.	Type
Indian companies
1. IKS Cares Foundation	Wholly-owned subsidiary
2. Aquity Solutions India Private Limited	Wholly-owned subsidiary
Foreign companies
3. Inventurus Knowledge Solutions Inc.	Wholly-owned subsidiary
4. Aquity Holdings Inc.	Wholly-owned subsidiary
5. Aquity Solutions LLC	Wholly-owned subsidiary
6. Aquity Solutions Australia Pty Ltd	Wholly-owned subsidiary
7. Aquity Canada ULC	Wholly-owned subsidiary

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