Your Directors have pleasure in presenting the 30^th Annual Report together with the Audited Accounts of
the Company for the year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)

COMPANY PERFORMANCE:

Due to conditions of market and increasing competition, during the financial year under review, your Company
has achieved total net of revenue of Rs. 1.21 Lakh when compared to last year Revenue of Rs. 692.73 lakh
and recorded Net Loss of Rs. (26.11) lakh for the financial year 2023-24 when compared to net profit of
Rs. 385.40 lakh during the previous year.

SHARE CAPITAL :

The paid-up equity share capital of the Company as on 31^st March, 2024, is Rs. 794.01 lakh. During the
year under review, the Company has not issued shares with differential voting rights, sweat equity shares
or Employee Stock Options.

TRANSFER OF AMOUNT TO GENERAL RESERVE :

No amount has been transferred to reserves during the year.

DIVIDEND:

Your Directors do not recommend any dividend for the Financial Year 2023-24.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73
and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from
its member and public during the Financial Year.

BOARD MEETINGS

During the year under review, five board meetings were held as follows:

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the
directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 in the following manner: _ _

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after
taking into consideration inputs received from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance, for evaluation of the
performance of the Board, its Committee's and each director were circulated to all the members of the
Board along with the Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled
in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally
submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the
concerned meeting on the performance of the Board / Committee/Individual Director and formulated a
final collective evaluation of the Board. The Board also provided individual feedback to the concerned
director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 14^st February 2024 to evaluate the performance
evaluation of the Chairman, the Non-Independent Directors, the Board and flow of information from
management.

DIRECTORS

The Board of Directors of your Company has an optimum combination of Executive, Non-Executive and
Independent Directors including woman Directors.

i. Retirement by Rotation

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company,
Mr. Venu Garapati, Director of the Company will retire by rotation at the ensuing Annual General Meeting
and, being eligible, offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming
that they continue to meet with the criteria of independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their
knowledge and belief and according to the information and explanation obtained by them,

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

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and
applied consistently and judgments and estimates that are reasonable and prudent made so as to give
a true and fair view of the state of affairs of the Company at the end of the financial year 31st March,
2024 and of the profit or loss of the Company for that period;

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

iv. The annual accounts for the year 2023-2024 have been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively.

vi. That system to ensure compliance with the provisions of all applicable laws was in place and was
adequate and operating effectively.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory Auditor M/s. M N
RAO & Associates, Chartered Accountants, (Registration No. 005386S), Chartered Accountant, Hyderabad,

appointed as the Statutory Auditors of the Company to hold office from conclusion of 27th Annual General
Meeting for a period of 5 years in accordance with the Act, The Company is in received the confirmation
from the Statutory Auditor that in the event of his appointment as Statutory Auditor such appointment will be
in accordance with the limits specified in Section 141(3) (g) of the Companies Act, 2013.

INTERNAL AUDITOR:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s Sarada
Manasa & Associates, Chartered Accountants Hyderabad, as the Internal Auditors of the Company. The
Internal Auditors are submitting their reports on quarterly basis.

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 have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as 'Annexure A' to this report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of Regulation 34(2) (e) of SEBI(LODR)Regulations,2015 a report on Management
Discussion & Analysis is set out as an ANNEXURE B
SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P S. Rao &
Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed herewith as ANNEXURE C to this report.

SUBSIDIARIES:

During the financial year under review, we did not have any subsidiary or joint venture or associate company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the
Company. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of
Section 188 of the Companies Act, 2013 is referred in Notes to Accounts.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the
Company as on 31st March, 2024 is available on the Company's website and can be accessed at
www.innocorpltd.com.

RISK MANAGEMENT:

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof for the time being in force) and as per SEBI (LODR) Regulations, 2015 the Risk management is not
applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is Not
applicable to the Company.

CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is
less than Rs.25 Crores, the provisions of Regulations 17 to 27 and clauses (b) to (i) of sub-regulation 2 of
Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

VIGIL MECHANISM :

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and SEBI(LODR)Regulations,2015 the
company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in
the group. The Policy provides for adequate safeguards against victimization of employees who avail the
mechanism and also provides for direct access to the Chairman of the Audit Committee.

NOMINATION & REMUNERATION POLICY

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to
comply with the provisions of section 178 of the Companies Act, 2013 and to recommend a policy of the
Company on directors' appointment and remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters and to frame proper systems for
identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their
performance and to recommend the same to the Board from time to time.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is
herewith annexed as ANNEXURE-D. In terms of Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed
throughout the financial year and in receipt of remuneration of 102 Lakhs or more, or employees who are
employed for part of the year and in receipt of 8.5 Lakhs or more per month.

HUMAN RESOURCES:

The Company considers its Human Resources as the key to achieve its objectives. Keeping this in view,
your Company takes utmost care to attract and retain quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher levels of performance. The
unflinching commitment of the employees is the driving force behind the Company's vision. Your Company
appreciates the spirit of its dedicated employees.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK
PLACE :

The Company strongly supports the rights of all its employees to work in an environment free from all forms
of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. 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 Committee, known as Anti
Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to
recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT
THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable
ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance
extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and
Shareholders for the confidence reposed by them in the Company. Your Directors also place on record
their sincere appreciation for the continued contributions made by the employees at all levels.

By order of the Board
For INNOCORP LIMITED

Sd/- Sd/-

Prasad V S S Garapati Lakshmi VVV Garapati

Chairman and Wholetime Director Managing Director
DIN:-00209436 DIN:- 00394662

Place: Hyderabad
Date : 31.08.2024