Innovana Thinklabs Limited — Proxy Solicitation & Information Statement 2025

Jul 15, 2025

July 15, 2025

The General Manager, The General Manager, Listing Compliance & Legal Regulatory, Listing Compliance & Legal Regulatory, National Stock Exchange of India Limited BSE Limited, Exchange Plaza, Plot no. C/1, G Block, BandraPJ Towers, Dalal Street, Kurla Complex, Mumbai-400001. Bandra (E), Mumbai – 400051 BSE Script Code: 544302 NSE Script Code: INNOVANA

Sub.: Corrigendum to the Notice of Extra Ordinary General Meeting.

In continuation to our intimation dated July 01, 2025, we hereby submit the corrigendum to the notice of Extra Ordinary General Meeting (“EGM Notice”) scheduled to be held on Wednesday, July 23 2025 at 11:30 AM at the registered office of the Company.

Copy of the said corrigendum to the EGM Notice is uploaded on the website of the Company i.e www.innovanathinklabs.com at following link: https://img1.innovanathinklabs.com/v2/PDFFile/CorrigendumExtraOrdinaryGeneralMeeting.pdf.

Please take note of the same and oblige. Thanking You, For Innovana Thinklabs Limited

Digitally signed by VASU AJAY VASU AJAY ANAND ANAND Date: 2025.07.15 14:53:53 +05'30'

Vasu Ajay Anand Company Secretary & Compliance Officer

CORRIGENDUM TO THE EXTRA-ORDINARY GENERAL MEETING NOTICE

The Notice of the Extra-Ordinary General Meeting (“ EGM ”) was dispatched to the Shareholders of the Company on July 1, 2025 (“ Notice ”) in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India and all other applicable provisions. Capitalized words and expressions used but not defined herein shall have the same meaning as assigned to them in the Notice.

Members are aware that the Company is offering remote e-voting facility and voting at the meeting to its shareholders on all the resolutions proposed to be transacted in the Notice. However, to enable the Shareholders to exercise their voting rights through remote e-voting facility and voting at the meeting, the Company deems it appropriate to bring the latest factual position, as mentioned below to the notice of the Members of the Company through this corrigendum to the Notice (“ Corrigendum ”).

Subsequent to the issuance of the Notice, the Company found errors / missing information under ITEM 2 of the Resolution, Notes and Explanatory Statement pursuant to Section 102 and other relevant applicable provisions of the Companies Act, 2013 and Notes to the Notice related to “ ITEM 2: ISSUE OF WARRANTS ON PREFERENTIAL BASIS TO THE PERSON / ENTITY BELONGING TO THE PROMOTER AND NONPROMOTER CATEGORY ” contained in the Notice. Accordingly, this corrigendum is being issued to the members of the Company. This corrigendum shall form an integral part of and should be read in conjunction with the Notice.

Below are the modifications:

1. In this regard, members should note that the reference maximum number of Warrants to be issue and allot shall be read as “8,60,000” (Eight Lakh Sixty Thousand) warrants (“ Warrants ”) in each case instead of “8,60,0000”, on the page 2 of the Notice under Item no. 2 of the Resolution, on the page 12 of the Notice under first introductory para of Item no. 2 of the Explanatory Statement, on the page 13 of the Notice under point 2 of Item no. 2 of the Explanatory Statement, on the page 14 of the Notice under point 3 of Item no. 2 of the Explanatory Statement. Accordingly, all references to the issue and allot maximum number of warrants, to the extent they relate to the context of the foregoing, should be read as “8,60,000” instead of “8,60,0000”.

2. After point 12 of the Notes the below points shall be added:

“13. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e- Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by CDSL.

1. The remote e-voting period begins on, Friday, 18[th] July, 2025 at 09:00 A.M and ends on, Tuesday, 22[nd] July, 2025, at 05:00 P.M. The remote e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, 16[th] July, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, 16[th] July, 2025.”

3. The point 1 of the Explanatory Statement shall be replaced as follows:

“ 1. Objects of the Preferential Issue and aggregate amount proposed to be raised:

The Company seeks to raise additional funds to secure long-term resources to support its growth and for general corporate purposes. The Board of Directors has proposed to raise up to ₹ 37,06,60,000 (Rupees Thirty-Seven Crore Six Lakh Sixty Thousand only) through the issuance of convertible Warrants on a preferential basis to the Promoter and certain non-promoter persons/entities.

The proceeds from the preferential issue will be utilized to fund capital expenditures for the development of software and technology, working capital requirements, acquisition, investment in technology and for general corporate purposes aimed at enhancing the business of the Company. In addition, the funds will be used for investment in subsidiaries and for loans provided to subsidiaries. The Board may also decide and approve other uses of the funds, as per the SEBI ICDR Regulations and other applicable laws”.

4. The point 21 of the Explanatory Statement shall be replaced as follows:

“21. Current and proposed status of the Proposed Allottees post the preferential issues namely, promoter or non-promoter:

Chandan Garg is one of the Promoters of the Company, as on date of this notice. Further, upon the issuance and allotment of the Warrants and equity shares to be allotted on exercise of the Warrants, he will continue to be categorized as Promoter of the Company.

Manish Kumar HUF, Maheshkumar K Shah, Meenakshi Arora, Hemangi Vikas Ruia, Madan Gopal Aggarwal and Sons HUF and Anju Goyal are an existing shareholder and are categorized as non-promoter, public shareholders of the Company as on date of the Notice. Upon the issuance and allotment of the Warrants and equity shares upon conversion of Warrants into equity share, they will continue to be categorized as a non-promoter, public shareholder of the Company.

Presently, RNR Wealth Management Private Limited, Aryansh Advisors Private Limited, Khushbu N Shah, Ishanvi Baranwal, Gaurav Jain HUF, Kinchit Sunilkumar Mehta, Lakhdatar Finvest, Krisha Advisory Services Private Limited and APS Investments are under Non-Promoter category of the Company. Upon the issuance and allotment of Warrants and equity shares upon conversion of Warrants into equity share, they will be categorized as a non-promoter, public shareholders of the Company”.

5. The link of Valuation Report for inspection by the members and for accessing the same on the Company’s website under point 6 of the Explanatory Statement shall be replaced as follows:

The Valuation Report shall be available for inspection by the members and the same may be accessed on the Company’s website at the link: htps://img1.innovanathinklabs.com/v2/PDFFile/Valuaton_Report.pdf

6. Point 16 of the Explanatory Statement shall be replaced as follows:

“ 16. Practicing Company Secretary Certificate:

A certificate from Mr. CS Nitin Ghanshyam Hotchandani, Proprietor of H. Nitin & Associates., a firm of Practicing Company Secretaries, (Membership No. FCS F9632, COP No. 11673), having his office at B-230, Malviya Nagar Jaipur: - 302017 RJ certifying that the Preferential Issue of Warrants is being made in accordance with requirements of SEBI ICDR Regulations, shall be available for inspection by the members and the same may also be accessed on the Company’s website at htps://img1.innovanathinklabs.com/v2/PDFFile/PCS_Certfcate.pdf ”

This Corrigendum to the Notice shall form an integral part of the Notice, which will be circulated to the Shareholders of the Company and on and from the date hereof, the Extra-Ordinary General Meeting Notice shall always be read in conjunction with this Corrigendum. This Corrigendum is also being uploaded on the website of the Company at www.innovanathinklabs.com , on the website of Central Depository Services (India) Limited, www.evotingindia.com and on the website of the Stock Exchange where the shares of the Company are listed (www.nseindia.com and www.bseindia.com).

All other contents of the Extra-Ordinary General Meeting, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

Place: Jaipur Date: July 15, 2025

By Order of the Board of Directors For Innovana Thinklabs Limited CIN: L72900RJ2015PLC047363 Sd/-

Vasu Ajay Anand Company Secretary