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INVENTURUS KNOWLEDGE SOLUTIONS LIMITED — AGM Information 2025
Aug 30, 2025
60278_rns_2025-08-30_60da29b3-e6cf-4770-9c29-9e75387073f0.pdf
AGM Information
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August 30, 2025
BSE Limited National Stock Exchange of India Limited The Listing Department The Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C/1, G Block, 25[th] Floor, Dalal Street Bandra Kurla Complex Fort, Mumbai 400 001 Bandra (East), Mumbai 400051 Maharashtra, India Maharashtra, India BSE Scrip Code: 544309 NSE Symbol: IKS Dear Sir/Ma’am,
Sub: Notice convening the 19[th] Annual General Meeting (“AGM”)
We hereby inform you that the 19[th] AGM of the Company will be held on Tuesday, September 23, 2025 at 5.30 p.m. IST through Video Conferencing (“ VC ”)/ Other Audio Visual Means (“ OAVM ”).
Pursuant to Regulation 30 read with Paragraph A of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations” ), we are enclosing herewith the Notice of AGM of the Company (including e-voting instructions).
The Notice of the AGM and the Annual Report for the FY 2024-25 is available on the Company's website at the link: https://ikshealth.com/ir/2025/annual-report-fy-2025.pdf
Members of the Company holding shares either in physical or in dematerialized form as on the cut-off date, i.e., Tuesday, September 16, 2025, may exercise their votes electronically. The voting rights of Members shall be in proportion to their share in paid up equity capital of the Company as on Tuesday, September 16, 2025 (“ cut-off date ”). A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained with the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or e-voting at the AGM. The remote e-voting period begins on Friday, September 19, 2025 from 9.00 a.m. (IST) and ends on Monday, September 22, 2025 at 5.00 p.m. (IST).
The Company is providing VC/OAVM through National Securities Depository Limited (“ NSDL ”) platform for the Members to participate in the AGM. Members may access the same at https://www.evoting.nsdl.com. Further, the detailed instructions for e-voting, participation in the AGM through VC and e-voting have been provided in the Notice of the AGM.
We request you to take the same on your records
Yours sincerely, For Inventurus Knowledge Solutions Limited
Sameer Digitally signed by Sameer Shashikant Shashikant Chavan Chavan Date: 2025.08.30 13:09:52 +05'30' Sameer Chavan Company Secretary and Compliance Officer Membership No. F7211
Encl: As above
Financial Statements
Corporate Overview Statutory Reports
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Inventurus Knowledge Solutions Limited
CIN: L72200MH2006PLC337651 Registered & Corporate Office: Building No. 5 & 6, Unit No. 801, 8[th] Floor, Mindspace SEZ, Thane Belapur Road, Airoli, Navi Mumbai, Thane, Maharashtra – 400 708, India Telephone no.: +91 22-39643333 Email: [email protected]
Website: www.ikshealth.com
NOTICE
Dear Member
NOTICE is hereby given that the 19TH ANNUAL GENERAL MEETING (“AGM” / “Meeting”) of members of Inventurus Knowledge Solutions Limited ( “the Company” or “IKS” ) will be held on Tuesday, September 23, 2025 at 05.30 p.m. IST through Video Conferencing ( “VC” )/Other Audio Visual Means ( “OAVM” ), to transact the following business.
ORDINARY BUSINESS:
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To consider and adopt the Audited standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the Report of the Board of Directors and Auditors’ thereon.
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To appoint a director in place of Mr. Utpal Sheth (DIN - 00081012) who retires by rotation and being eligible, offers himself for re-appointment.
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To appoint a director in place of Mr. Joseph Benardello (DIN - 01672013), who retires by rotation and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
4. APPOINTMENT OF DR. GARHENG ALBERT KONG (DIN - 11218828) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, 161 and other applicable provisions of the Companies Act, 2013 (the “Act” ) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “Listing Regulations” ) (including any statutory modification or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Dr. Garheng Albert Kong (DIN - 11218828), who was appointed as an Additional (Non-Executive, Independent) Director to hold office till this Annual General Meeting of the Company be and is hereby appointed as a Director of the Company.
RESOLVED FURTHER THAT Dr. Garheng Albert Kong, who meets the criteria for independence under Section 149(6) of the Act, the Rules made thereunder and Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent (Non-Executive) Director of the Company for the first term of 5 years with effect from August 1, 2025 for a period of 5 (five) years i.e. till July 31, 2030 and that he shall not be liable to retire by rotation.
RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby authorized to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”
5. APPOINTMENT OF MR. SACHIN GUPTA (DIN - 02239277) AS A DIRECTOR (NON-EXECUTIVE, NON-INDEPENDENT) OF THE COMPANY
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 ( “Act” ) and the rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mr. Sachin Gupta (DIN - 02239277), who was appointed as an Additional (Non-Executive, Non-Independent) Director to hold office till this Annual General Meeting of the Company, be and is hereby appointed as a Director of the Company (Non-Executive, Non-Independent) with effect from August 1, 2025, liable to retire by rotation.
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Annual Report 2024-25
RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby authorized to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”
6. OFFICE OR PLACE OF PROFIT OF MR. SACHIN GUPTA – NON-EXECUTIVE DIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass, the following resolution as a Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act” ) read with Rule 15 of the Companies (Meeting of Board and its powers) Rules, 2014, as amended and other applicable provisions, if any, based on the recommendation of the Audit Committee and the Board, the consent of the Company be and is hereby accorded to Mr. Sachin Gupta, Non-Executive Director of the Company (or such designation as may be decided from time to time) to hold office or place of profit as the Global CEO (or such designation as may be decided from time to time) in the Company’s subsidiary - Inventurus Knowledge Solutions, Inc. (the “Subsidiary Company” ), at remuneration not exceeding USD 4.00 Mn (equivalent to approx. INR 350.00 Mn) per annum and on such other terms and conditions as may be mutually agreed between Mr. Sachin Gupta and the Subsidiary Company.
RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby authorised to vary the terms of appointment and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and with power to settle questions, difficulties or doubts that may arise in this regard, without requiring the Board to secure any further approval of the members of the Company.”
7. APPOINTMENT OF MS. NITHYA BALASUBRAMANIAN (DIN - 10664861) AS THE WHOLE-TIME DIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 ( “Act” ) and the rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Ms. Nithya Balasubramanian (DIN 10664861), who was appointed as an Additional Director to hold office till this Annual General Meeting of the Company, be and is hereby appointed as a Director of the Company with effect from August 1, 2025, not liable to retire by rotation.
RESOLVED FURTHER THAT pursuant to Sections 196, 197, 203 and other applicable provisions, if any, of the Act (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof) read with Schedule V of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, Ms. Nithya Balasubramanian (DIN 10664861), be and is hereby appointed as the Whole-time Director of the Company for a period of five years commencing from August 1, 2025 till July 31, 2030, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, upon the terms and conditions as may be decided between the Company and Ms. Nithya Balasubramanian and at such remuneration as set out below:
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a) Salary (including performance linked variable bonus): Not exceeding INR 45.00 Mn per annum.
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b) Benefits, perquisites and allowances: In addition to salary, she shall be eligible for employee benefits and perquisites etc. consistent with the Company’s practices and policies in existence from time to time.
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c) Employees Stock Options: Eligible to benefits under Employee Stock Option Scheme, in accordance with the schemes and rules of the Company for its eligible employees as applicable from time to time as may be considered appropriate from time to time by the Nomination and Remuneration Committee or the Board.
RESOLVED FURTHER THAT, subject to the applicable provisions of the Act, the approval of the Members of the Company be and is hereby accorded for payment of remuneration as specified above to Ms. Nithya Balasubramanian, notwithstanding that such remuneration may be in excess of the individual or overall limits specified under Section 197 and other applicable Sections and Schedule V of the Act, and also in the event the Company has no profits or the profits are inadequate in any financial year during her tenure as the Whole-time Director.
RESOLVED FURTHER THAT the any Director or Key Managerial Personnel of the Company be and is hereby authorised on behalf of the Company to alter the terms and conditions of the said re-appointment as may be deemed fit and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and to settle matters, questions, difficulties or doubts that may arise in this regard”
8. APPOINTMENT OF SECRETARIAL AUDITORS
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 (the “Act” ) read with the Rules made thereunder and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable laws/ statutory provisions, if any, as amended from time to time,
36
Financial Statements
Statutory Reports
Corporate Overview
M/s. Manish Ghia & Associates, Company Secretaries, be and are hereby appointed as the Secretarial Auditors of the Company for the first term of five consecutive years starting from conclusion of 19[th] Annual General Meeting till the conclusion of 24[th] Annual General Meeting to be held in the year 2030 to conduct the secretarial audit of the Company for the financial years 2025-26 till 2029-30 on such terms and conditions as may be mutually agreed between the Company and the Secretarial Auditor.
RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby authorized to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”
9. COMMISSION TO NON-EXECUTIVE DIRECTORS OF THE COMPANY
To consider and, if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT in supersession of the resolutions passed on January 27, 2023 in this regard, pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) and Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and in accordance with the recommendation of the Nomination and Remuneration Committee and the Board of Directors, consent of Members be and is hereby accorded for the payment and distribution of such sum by way of commission, either monthly or at specified percentage of the net profits or partly by one way or partly by the other, in aggregate not exceeding INR 60.00 Mn per annum, which in an financial year may exceed 1% of the net profits of that financial year, calculated in accordance with Section 198 of the Act, by the Company to Non-Executive Directors of the Company (except Mr. Sachin Gupta, Mr. Joseph Benardello, Mr. Utpal Sheth and Mr. Amit Goela), the quantum, proportion and manner of such payment and distribution to be made as the Board of Directors of the Company (herein after referred as “Board” , which term shall include any duly authorised committee thereof) may decide from time to time and that the aforesaid limits of commission shall be the same, even in the event there are no profits or profits are inadequate in any financial year.
RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby authorized to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”
10. AMENDMENT TO THE “EMPLOYEE STOCK OPTION PLAN 2022” OF THE COMPANY
To consider and, if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT in partial modification of the resolution passed on March 11, 2025 and pursuant to the provisions of the Section 62(1)(b) of the Companies Act, 2013 read with rules made thereunder (the “Act” ), the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with all circulars and notifications issued thereunder ( “SEBI SBEB Regulations” ), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ( “Listing Regulations” ) and such other laws, rules and regulations (including any statutory modification(s) or amendment(s) thereto or reenactment(s) thereof, for the time being in force) as may be applicable ( “Applicable Laws” ), the relevant provisions of the Memorandum of Association and Articles of Association of the Company and further subject to such other approvals, consents, permissions and sanctions as may be necessary from the appropriate authorities or bodies and subject to such conditions and modifications as may be prescribed or imposed by the relevant authorities, the approval of the Members of the Company be and is hereby accorded to amend the Employee Stock Option Plan 2022 ( “Scheme” ) to increase the aggregate pool size of Employee Stock Options ( “ESOPs” ) from 24,000,000 to 27,000,000 i.e. to create, offer, grant, issue, allot or transfer upto 27,000,000 ESOPs ( “ESOP Pool” ) exercisable into 27,000,000 Equity Shares of INR 1/- each of the Company, at such price, in one or more tranches, from time to time, to the Eligible Employees as defined in the Scheme and that the grant, vesting, exercise of options and all the other terms and conditions shall be in accordance with the Scheme and the accounting policies.
RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, sub-division or consolidation of equity shares, merger/ amalgamation, or sale of division/undertaking or other reorganization etc., requisite adjustments (which may include adjustments to the number of options in the Scheme) shall be appropriately made, in a fair and reasonable manner in accordance with the Scheme.
RESOLVED FURTHER THAT pursuant to the Applicable Laws, the Board be and is hereby authorised to create, issue and allot/transfer fully paid-up equity shares to eligible employees on exercise of stock options, from time to time, in accordance with the Scheme and the said equity shares shall rank pari-passu in all respects with the then existing fully paid-up equity shares of the Company.
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to the Scheme.
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Annual Report 2024-25
RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby authorized to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”
11. EXTENSION OF BENEFITS OF THE EMPLOYEE STOCK OPTION PLAN 2022 TO THE EMPLOYEES OF IT’S GROUP COMPANIES, SUBSIDIARIES OR ASSOCIATE COMPANIES
To consider and, if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT in partial modification of the resolution passed on March 11, 2025 and pursuant to the provisions of the Regulation 6(3) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, ( “SEBI SBEB Regulations” ), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ( “Listing Regulations” ) Section 62 (1) (b) and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder (the “Act” ) , Foreign Exchange Management Act, 1999 (‘FEMA’), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and such other laws, rules and regulations (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force) as may be applicable ( “Applicable Laws” ), the relevant provisions of the Memorandum of Association and Articles of Association of the Company and further subject to such other approvals, consents, permissions and sanctions as may be necessary from the appropriate authorities or bodies and subject to such conditions and modifications as may be prescribed or imposed by the relevant authorities, the approval of the
Registered Office:
Building No. 5 & 6, Unit No. 801 8[th] Floor, Mindspace SEZ Thane Belapur Road, Airoli, Thane, Navi Mumbai Maharashtra, India, 400708
Members of the Company be and is hereby accorded to extend the benefits of the Employee Stock Option Plan 2022 ( “Scheme” ), as amended, to the Eligible Employees (as defined under the Scheme) of group companies, subsidiaries or associate companies, in India or outside India, on such terms and conditions as set out in the Scheme.
RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, sub-division or consolidation of equity shares, merger/ amalgamation, or sale of division/undertaking or other reorganization etc., requisite adjustments (which may include adjustments to the number of options in the Scheme) shall be appropriately made, in a fair and reasonable manner in accordance with the Scheme.
RESOLVED FURTHER THAT pursuant to the Applicable Laws, the Board be and is hereby authorised to create, issue and allot/transfer fully paid-up equity shares to eligible employees on exercise of stock options, from time to time, in accordance with the Scheme and the said equity shares shall rank pari-passu in all respects with the then existing fully paid-up equity shares of the Company.
RESOLVED FURTHER THAT that the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to the Plan.
RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby authorized to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”
By Order of the Board of Directors Inventurus Knowledge Solutions Limited
Sameer Chavan Company Secretary and Compliance Officer Membership No. F7211
Place: Mumbai Date: July 31, 2025
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Financial Statements
Statutory Reports
Corporate Overview
NOTES:
1. The Ministry of Corporate Affairs ( “MCA” ) permitted holding of the AGM through VC/OAVM, without physical presence of the Members at a common venue. In compliance with the MCA Circulars, AGM of the Company is being held through VC/OAVM. The Registered Office of the Company shall be deemed to be the venue for the AGM. [General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 (the “Act” )”, General Circular Nos. 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 in relation to “Clarification on holding of AGM through VC/ OAVM, collectively referred to as “MCA Circulars” ] and Circulars issued by Securities and Exchange Board of India with the latest one being October 03, 2024 (‘SEBI Circulars‘).
2. The Explanatory Statement setting out material facts concerning the special business as mentioned in the Notice is annexed hereto [Section 102 of the Act]. Further, the relevant details with respect to “Director seeking appointment and re-appointment at this AGM” are also provided in annexures to this Notice. [Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India]
3. Notice of the AGM along with the Annual Report for financial year (“FY”) 2024-25 is being sent by electronic mode to those Members whose e-mail IDs are registered with the Company or National Securities Depository Limited (“NSDL”)/Central Depository Services (India) Limited (“CDSL”), collectively (“Depositories”). [SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024, collectively referred as “SEBI Circulars”]
The Notice and the Annual Report for FY 2024-25 is available on the following websites:
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(a) Company - https://ikshealth.com/investor-relations/
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b) Enter DP ID and Client ID (for shares held in electronic form) / Folio No. and Certificate No. (for shares held in physical form), Shareholder name, PAN, Mobile No. and e-mail ID. Then click on ‘Continue’ button.
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c) Enter the system generated One Time Password (“OTP”) received on Mobile No. and e-mail ID, then click on “Submit” button. The request ID will be generated.
- E-mail ID registered is for limited purpose of sending the Notice and the Integrated Annual Report FY 2024-25.
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5. Institutional shareholders/Corporate shareholders (i.e. other than individuals, HUFs, NRIs, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or Governing Body Resolution/Authorization etc., authorizing their representative to attend the AGM through VC/OAVM on their behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail on its registered e-mail ID to [email protected] with a copy marked to [email protected]. Institutional shareholders/Corporate shareholders can also upload their Board Resolution/ Power of Attorney/Authority Letter, etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-voting” tab in their login.
6. Members attending the AGM through VC/OAVM shall be counted for the purpose of determining the quorum. [Section 103 of the Act].
7. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxy(ies) by the Members will not be available for this AGM and hence the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice.
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(b) BSE Limited - www.bseindia.com
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(c) National Stock Exchange of India Limited - www. nseindia.com and
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(d) NSDL - https://www.evoting.nsdl.com
4. Registration for receiving Notice of the AGM and Annual Report:
Members whose e-mail IDs are not registered with the Company or Depositories may register the same on or before 5.00 p.m. (IST) on September 16, 2025, to receive Notice of this AGM and the Annual Report for FY 2024-25:
- a) Click on the URL: https://web.in.mpms.mufg.com/ EmailReg/Email_Register.html and select ‘Inventurus Knowledge Solutions Limited’ from the drop down.
8. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on Tuesday, September 16, 2025 (cut-off date) will be entitled to vote during the AGM.
9. Registrar and Transfer Agent (“RTA”):
- The name of the RTA changed from “Link Intime India Private Limited” to “MUFG Intime India Private Limited” (MUFG Intime/RTA) with effect from December 31, 2024 upon acquisition of Link group by Mitsubishi UFJ Trust & Banking Corporation.
10. Dividend for FY 2024-25
- The Board of Directors of the Company did not declare any divided for the FY 2024-25.
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Annual Report 2024-25
11. With effect from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made upon folio being KYC compliant i.e. the PAN, contact details including mobile no., bank account details and specimen signature are registered with the RTA/Company. [SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024, read with SEBI Circular No. SEBI/HO/MIRSD/POD1/P/CIR/2024/81 dated June 10, 2024]
12. There is no unclaimed / unpaid dividend for the past years.
13. Members to intimate change in their details:
Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail ID, telephone/mobile no., PAN, mandates, choice of nominations, power of attorney, bank details viz., name of the bank and branch details, bank account, MICR code, IFSC code, etc.
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a. For shares held in electronic mode: to their DPs
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b. For shares held in physical mode: to the Company/ RTA in prescribed Form ISR-1 and other forms. [SEBI Master Circular No. SEBI/HO/MIRSD/SECFATF/P/ CIR/2023/169 dated October 12, 2023]
The facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. [Section 72 of the Act].
If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website https://ikshealth.com/investor-relations/. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.
14. Dematerialization of shares:
SEBI has mandated the Listed Companies to process service requests[#] for issue of securities in dematerialized form only, subject to folio being KYC compliant. Accordingly, Members are requested to submit duly filled and signed Form ISR-4. The Form is available on website of Company at https:// ikshealth.com/investor-relations/ and RTA at https:// in.mpms.mufg.com/. [SEBI Master Circular No. SEBI/ HO/ MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024].
Request for issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition.
Transfer, transmission and transposition of securities shall be effected only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company/ RTA for assistance in this regard. [Regulation 40(1) of the Listing Regulations].
15. Members holding more than one physical folios in identical order of names are requested to submit Form ISR-4 along with requisite KYC documents and share certificates to the Company/RTA for consolidation of holdings in one folio. The consolidated share certificate will be issued in dematerialized form only.
16. Members seeking any information with regard to the financial statements or any other matters to be placed at the AGM are requested to write to the Company on company. [email protected] latest by September 18, 2025, from their registered e-mail ID, mentioning their name, DP ID and Client ID/Folio No. The same will be replied by the Company suitably.
17. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, and relevant documents referred to in this Notice or Explanatory Statement will be available electronically for inspection by the Members before as well as during the AGM. Members seeking to inspect such documents can send an e-mail to [email protected].
18. Dispute Resolution:
- SEBI has established a common Online Dispute Resolution Portal (“ODR Portal - https://smartodr.in/login”) to raise disputes arising in the Indian Securities Market. Post exhausting the option to resolve their grievances with the RTA/Company directly and through SCORES platform, the investors can initiate dispute resolution through the ODR Portal. [SEBI Master Circular No. SEBI/HO/OIAE/OIAE_ IAD-3/P/CIR/2023/195 dated July 31, 2023].
19. Instructions for e-voting and joining the AGM are as follows
(A) VOTING THROUGH ELECTRONIC MEANS
- i. The Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. [Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and SEBI Circular no.
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Statutory Reports Financial Statements
Corporate Overview
SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to “e-voting Facility Provided by Listed Entities”]
- ii. The remote e-voting period commences on Friday, September 19, 2025 from 9.00 a.m. (IST) and ends on Monday, September 22, 2025 till 5.00 p.m. (IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Tuesday, September 16, 2025, i.e. cut-off date, may cast their vote electronically.
The e-voting module shall be disabled by NSDL for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-voting facility, either during the period commencing from Friday, September 19, 2025 from 9.00 a.m. (IST) and ends on Monday, September 22, 2025 till 5.00 p.m. (IST) or e-voting during the AGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM.
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iii. Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution again.
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iv. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cutoff date.
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v. The Board of Directors has appointed Mr. Vicky Kundaliya, (Membership No. FCS – 7716/ COP No. 10989), Proprietor of V. M. Kundaliya & Associates, Company Secretaries and failing him, M/s Shikha Purohit & Co, (Membership No. FCS - 9180 / COP No. 10237), Practising Company Secretaries as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
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vi. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the User ID and Password by sending a request at [email protected]. However, if he/ she is already registered with NSDL for remote e-voting then he/ she can use his/her existing User ID and Password for casting the vote.
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vii. In case of individual shareholders holding securities in dematerialized mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned under “Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in dematerialized mode.”
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viii. The way to vote electronically on NSDL e-voting system consists of “Two Steps” as mentioned below:
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Step 1: Login for e-voting system
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Step 2: Casting of votes for Resolutions.
Details on Step 1 are mentioned below:
I) Login method for remote e-voting and joining the virtual meeting for individual shareholders holding securities in dematerialized mode
Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, on “e-voting facility provided by Listed Entities”, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/DPs to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (“ESP”) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.
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a) Login method for Individual Shareholders holding securities in dematerialized mode is given below:
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a) For Individual Shareholders holding securities in dematerialized mode with NSDL
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A) OTP based login
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For OTP based login click on https:// eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp
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Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP
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Enter the OTP received on your registered email ID/mobile number and click on login.
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After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page.
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- Click on Company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and voting during the meeting.
B) NSDL IDeAS facility
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If you are already registered, follow the below steps
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Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl. com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section.
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A new screen will open. You will need to enter your User ID and Password. After successful authentication, you will be able to see e-voting services.
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Click on “Access to e-voting” appearing on the left-hand side under e-voting services and you will be able to see e-voting page.
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Click on options available against Company name or e-Voting service provider - NSDL and you will be redirected to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting.
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If you are not registered, follow the below steps
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a. Option to register is available at https://eservices.nsdl.com.
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b. Select “Register Online for IDeAS” Portal or click at https:// eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp
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c. Please follow steps given above in points 1-5.
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C) E-VOTING WEBSITE OF NSDL
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Open web browser and type the following URL: https://www.evoting. nsdl.com/ either on a personal computer or on a mobile phone.
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Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will need to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
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After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on options available against Company name or e-voting service provider - NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting.
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D) Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
NSDL Mobile App is available on
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For Individual Shareholders holding securities in dematerialized mode with CDSL
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Users who have opted for CDSL Easi/Easiest facility, can login through their existing User ID and Password. Option will be made available to reach e-voting page without any further authentication. The users who login to Easi/Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use the existing my easi username & password.
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After successful login the Easi/Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by the Company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting service providers, so that the user can visit the e-voting service providers’ website directly.
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If the user is not registered for Easi/Easiest, option to register is available at www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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Once logged-in, you will be able to see the e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature.
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Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN from the e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & e-mail as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting service providers.
For Individual Shareholders (holding securities in demat mode) login through their DPs
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You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility.
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Click on options available against Company name or e-voting service provider - NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any issues related to login through Depository i.e. NSDL and CDSL.
Securities held with NSDL Securities held with CDSL
Members facing any issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at +91 22 48867000 Please contact CDSL helpdesk by sending a request at helpdesk. [email protected] or contact at toll free no. 1800 21 09911
II) Login method for e-voting and joining virtual meeting for shareholders other than Individual Shareholders holding securities in demat mode and Shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-voting system is launched, click on the icon “Login” which is available under “Shareholder/ Member” section.
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A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on the screen.
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Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you login to NSDL e-services after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares | 8 Character DP ID followed by 8 Digit Client ID |
| in demat account with NSDL | For example if your DP ID is IN300*** and |
| Client ID is 12** then your User ID is IN30012* | |
| b) For Members who hold shares | 16 Digit Benefciary ID |
| in demat account with CDSL | For example if your Benefciary ID is 12** then |
| your User ID is 12** | |
| c) For Members holding shares | EVEN Number followed by Folio Number registered with the Company |
| in Physical Form | For example if EVEN is 123456 and folio number is 001*** then |
| User ID is 123456001*** |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
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b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your e-mail ID is registered in your demat account or with the Company, your
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Annual Report 2024-25
‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from [email protected].
Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file.
The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) In case you have not registered your e-mail address with the Company/ Depository, please follow instructions mentioned below in this Notice.
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password
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a) Click on “Forgot User Details/Password?”
- (If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.
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b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, PAN, name and registered address.
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d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, home page of e-voting will open.
Details on Step 2 are given below:
How to cast your vote electronically on NSDL e-voting system?
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After successful login at Step 1, you will be able to see all the companies’ “EVEN” in which you are holding shares and whose voting cycle and general meeting is in active status.
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Select “EVEN” of Company, which is 135298 for which you wish to cast your vote during the remote e-voting period and casting your vote during the Genera Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
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Now you are ready for e-voting as the voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify or modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on https://www. evoting.nsdl.com to reset the password.
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In case of any queries related to e-voting, you may refer the FAQs for Shareholders and e-voting user manual for Shareholders available at the download section of https:// www.evoting.nsdl.com or call on +91 22 48867000 or send the request to Pallavi Mhatre, Senior Manager, NSDL at [email protected]
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Members may send a request to [email protected] for procuring User ID and password for e-voting by providing demat account number/Folio number, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained above.
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The instructions for Members for e-voting on the day of the AGM are mentioned in point number 19.
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(B) INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER
- Members will be able to attend the AGM through VC/OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl. com following the steps mentioned above for login to NSDL e-voting system. After successful login, you can see VC/OAVM link placed under Join meeting menu against the Company name. You are requested to click on VC/OAVM link placed under “Join Meeting” menu.
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Corporate Overview Statutory Reports
Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in this Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL.
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Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM.
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Members who need assistance before or during the meeting, can contact NSDL on evoting@nsdl. com or +91 22 48867000 or contact Amit Vishal, Deputy Vice President - NSDL at evoting@nsdl. com or Sanjeev Yadav, Assistant Manager - NSDL at [email protected]
2025 (9:00 a.m. IST) to Monday, September 22, 2025 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
Other Instructions:
ITEM NO. 1 The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing. The results will be announced within the time stipulated under the applicable laws.
- Registration as speaker shareholder:
Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail ID mentioning their name, DP ID and Client ID/Folio number, PAN, mobile number at company.secretary@ ikshealth.com from Tuesday, September 16,
Registered Office:
Building No. 5 & 6, Unit No. 801 8[th] Floor, Mindspace SEZ Thane Belapur Road, Airoli, Thane, Navi Mumbai Maharashtra, India, 400708
ITEM NO. 2 The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website https://ikshealth.com/investor-relations/ and on the website of NSDL https://www.evoting. nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.
By Order of the Board of Directors Inventurus Knowledge Solutions Limited
Sameer Chavan Company Secretary and Compliance Officer Membership No. F7211
Place: Navi Mumbai Date: July 31, 2025
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER.
ITEM NO. 4
APPOINTMENT OF DR. GARHENG ALBERT KONG (DIN: 11218828) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
Pursuant to Section 161 of the Companies Act, 2013 (the “Act” )) and other applicable provisions, the Board, based on the recommendation of the Nomination and Remuneration Committee ( “NRC” ), at its meeting held on July 31, 2025, appointed Dr. Garheng Albert Kong (DIN: 11218828) as an Additional Director in the capacity of Non-Executive (Independent) Director of the Company to hold office upto the date of this annual general meeting. Further, the Nomination and Remuneration Committee and the Board had also appointed him as an Independent Director for the first term of five (5) years with effect from i.e. from August 1, 2025 till July 31, 2030 (both days inclusive), subject to the approval of the Members of the Company.
In terms of the provisions of Section 160(1) of the Act, the Company has received a notice in writing proposing his candidature for appointment as an Independent Director of the Company.
The Company has received a declaration from Mr. Kong confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘Listing Regulations’ ). He has also confirmed that he is not debarred from holding the office as a Director of the Company by virtue of any SEBI order or any such authority pursuant to circulars dated 20[th] June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed Companies. Further, Dr. Kong is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. Hence, it is desirable and in the interest of the Company to appoint him as an Independent Director.
The Nomination and Remuneration Committee ( “NRC” ) and the Board are of the opinion that Dr. Garheng Albert Kong is a person of integrity and possesses relevant expertise and experience and fulfils the conditions for independence specified in the Act, the Rules made thereunder and the Listing Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company and is independent of the Management. The Board further noted that Dr. Garheng Albert Kong’s experience and expertise are aligned to the role and capabilities identified by the NRC and that he is eligible for appointment as an Independent Director.
Brief profile of Dr. Garheng Albert Kong is given below:
Dr. Kong is a physician, scientist, and engineer by training. He has over two decades of experience investing in innovative healthcare companies with a long list of successes (36 IPO/M&A exits). He founded HealthQuest Capital in 2012 to improve people’s lives through improving healthcare on a significant scale. His vision was to build a best-in-class team of the highest talent and integrity to work with outstanding entrepreneurs to transform healthcare through high growth companies while generating outsized risk adjusted returns for investors.
Dr. Kong’s interests and industry footprint are broad as he serves as the Lead Independent Director of LabCorp (LH) and serves on the board of Xeris Biopharma (XERS), Be the Match, Duke University Health System, Duke University Board of Trustees, Dell Children’s Foundation, UT President’s Commercial Advisory Board, and the Austin Healthcare Council, and has served as Chairman on 11 Boards. He is an Aspen Institute Health Innovators Fellow, Kauffman Fellows Mentor, and member of YPO. Mr. Kong was named a Top 25 Healthcare Investor by Growth Cap in 2022, 2024 and 2025, and received their Healthcare Investor of the Year award for 2024 (presented in March 2025). In 2023, he was also recognized by Board Prospects as one of the Top 30 Asian American and Pacific Islander Board Members in the U.S.
Dr. Kong has received undergraduate degrees in both Chemical Engineering and Biological Sciences from Stanford, while on an athletic scholarship. He then earned a MD, PhD and MBA from Duke University, graduating at the top of his class in each instance. His early career included stints at GlaxoSmithKline, MsKinsey and a medical device start-up, TherOx, before joining Intersouth Partners and then Sofinnova Investments.
As an Independent Director, Dr. Garheng Albert Kong shall be entitled to remuneration in the form of commission as may be approved and sitting fees for attending Board and Committee meeting(s) and reimbursement of expenses, if any, for participation in the Board and Committee meetings.
The resolution seeks the approval of Members by way of a special resolution for the appointment of Dr. Garheng Albert Kong as an Independent Director of the Company for the first term of a period of 5 years i.e. from August 1, 2025 to July 31, 2030, (both days inclusive).
Dr. Garheng Albert Kong shall not be liable to retire by rotation.
The copy of terms and conditions of appointment of Dr. Garheng Albert Kong as an Independent Director will be available for inspection, only through electronic mode on all working days from the date of dispatch until the day of Annual General Meeting i.e., September 23, 2025. Members may send their requests to [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period.
The relevant information as required under the Listing Regulations and SS-2 forms part of this Notice.
Except, Dr. Garheng Albert Kong, no other Director, Key Managerial Personnel of the Company or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.
The Board recommends the Special Resolution as set out in item no.4 of this Notice for the approval of Members.
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Corporate Overview Statutory Reports Financial Statements
ITEM NO. 5
APPOINTMENT OF MR. SACHIN GUPTA (DIN - 02239277) AS A DIRECTOR (NON-EXECUTIVE, NON-INDEPENDENT) OF THE COMPANY
Mr. Sachin Gupta (DIN - 02239277) has been associated with the Company since 2006. He was appointed as the Whole-time Director of the Company for a period five years w.e.f November 10, 2022 i.e. upto November 9, 2027. He tendered his resignation from the position of the Whole-time Director with effect from close of business hours on July 31, 2025.
He holds a bachelor’s degree in engineering (computer) from the University of Pune. He is also a member of the Young Presidents’ Organization. He has over 25 years of experience in business management. In the past, he has been associated with Seletica Configurators India Private Limited, Majoris Systems Private Limited and Lionbridge Technologies, Inc. and has prior experience in software and business development.
Mr. Gupta has confirmed that he is not disqualified from being appointed as Director in terms of the provisions of Section 164(1) and (2) of the Act and has provided his consent for such appointment and has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI order or any such authority, pursuant to circulars dated June 20, 2018 issued by the BSE Limited and the National Stock Exchange of India Limited, pertaining to the enforcement of SEBI orders regarding the appointment of Directors by the listed companies.
Brief profile of Mr. Gupta is given below:
Mr. Sachin Gupta is the Founder of the Company and Global CEO of IKS Inc. He founded the Company in 2006 and has pioneered its emergence as the leading care enablement platform in the United States. Fueled by his blend of entrepreneurial spirit, executive acumen and strategic vision, the Company has grown to 12,000+ employees, serving more than 600 healthcare organizations.
He holds a bachelor’s degree in engineering (computer) from the University of Pune. He is also a member of the Young Presidents’ Organization. He has over 25 years of experience in business management. In the past, he has been associated with Seletica Configurators India Private Limited, Majoris Systems Private Limited and Lionbridge Technologies, Inc. and has prior experience in software and business development.
Mr. Gupta has confirmed that he is not disqualified from being appointed as Director in terms of the provisions of Section 164(1) and (2) of the Act and has provided his consent for such appointment and has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI order or any such authority, pursuant to circulars dated June 20, 2018 issued by the BSE Limited and the National Stock Exchange of India Limited, pertaining to the enforcement of SEBI orders regarding the appointment of Directors by the listed companies.
Except, Mr. Sachin Gupta, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.
The Board recommends the Ordinary Resolution, as set out in item no.5 of this Notice, for the approval of the Members.
ITEM NO. 6
OFFICE OR PLACE OF PROFIT OF MR. SACHIN GUPTA – NON-EXECUTIVE DIRECTOR OF THE COMPANY
The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on July 31, 2025 had while approving the appointment of Mr. Sachin Gupta, as Non-executive Non-independent Director of the Company, also noted that presently Mr Sachin Gupta is also the Global CEO of Inventurus Knowledge Solutions, Inc., a wholly-owned subsidiary of the Company ( “Subsidiary Company” ). The Board based on the recommendation of the NRC and the Audit Committee accordingly approved such appointment envisaging holding of Office or Place of Profit under the provisions of the Act, on such terms and conditions mutually agreed between Mr. Sachin Gupta and the Subsidiary Company and at a remuneration not exceeding USD 4.00 Mn (equivalent to approx. INR 350.00 Mn) per annum.
In accordance with Section 188 of the Companies Act, 2013 (the “Act”), if a Director occupies any office or place of profit within the Company or its subsidiaries and the proposed remuneration exceeds the limits specified in Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, it is mandatory for the Company to obtain shareholder approval through an Ordinary Resolution and the same is set out in item no 6 of the Notice.
Given below is a statement of disclosures as required under Rule 15 (3) of the Companies (Meetings of Board and its Powers) Rules 2014:
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a. Name of the Related Party: Mr. Sachin Gupta
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b. Name of the Directors or Key Managerial Personnel who is related: None
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c. Nature of relationship: Non-Executive Non-Independent Director of the Company
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d. Nature, material terms, monetary value and particulars of the contract or arrangement: Mr. Sachin Gupta shall be paid remuneration (including salary, perquisites, allowances and benefits) not exceeding USD 4.00 Mn (equivalent to approx. INR 350.00 Mn) per annum by Inventurus Knowledge Solutions Inc., a wholly owned subsidiary of the Company.
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e. Any other information relevant or important for the Members to take a decision on the proposed resolution: None
Except Mr. Sachin Gupta and his relatives, none of the other Directors or Key Managerial Personnel (KMPs) or their relatives are interested in or concerned (financially or otherwise), in this resolution.
The Board recommends the Ordinary Resolution, as set out in item no.6 of this Notice, for the approval of the Members.
ITEM NO. 7
APPOINTMENT OF MS. NITHYA BALASUBRAMANIAN (DIN - 10664861) AS THE WHOLE-TIME DIRECTOR OF THE COMPANY
The Board of Directors, at their meeting held on July 31, 2025, based on the recommendation of the Nomination and
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Remuneration Committee ( “NRC” ), appointed Ms. Nithya Balasubramanian as the Whole-time Director of the Company, for a period of five years commencing from August 1, 2025 to July 31, 2030, not be liable to retire by rotation pursuant to Section 152(6) of the Act. subject to the approval of the Members. Upon her appointment, Ms. Nithya Balasubramanian would be considered as a Key Managerial Personnel ( “KMP” ) She will continue to act as the Chief Financial Officer of the Company.
The Board recommends the Special Resolution as set out in item no.7 of this Notice for approval of the Members.
Except Ms. Nithya Balasubramanian and her relatives, none of the other Directors and Key Managerial Personnel of the Company and their respective relatives is concerned or interested in the Resolution as set out in this Notice.
ITEM NO. 8
Ms. Nithya Balasubramanian has confirmed that she is not disqualified from being appointed as Director in terms of the provisions of Section 164(1) and (2) of the Act. Ms. Nithya Balasubramanian has provided her consent for such appointment and has also confirmed that she is not debarred from holding the office of Director by virtue of any SEBI order or any such authority, pursuant to circulars dated June 20, 2018 issued by the BSE Limited and the National Stock Exchange of India Limited, pertaining to the enforcement of SEBI orders regarding the appointment of Directors by the listed companies.
The main terms and conditions of the appointment of Ms. Nithya Balasubramanian are given below:
A) Tenure of Appointment:
The appointment as the Whole-time Director is for a period of five years commencing from August 1, 2025 to July 31, 2030.
B) Remuneration:
-
a) Salary (including performance linked variable bonus): Not exceeding INR 45.00 Mn per annum.
-
b) Benefits, perquisites and allowances: In addition to salary, she shall be eligible for employee benefits and perquisites etc. consistent with the Company’s practices and policies in existence from time to time.
-
c) Employees Stock Options: Eligible to benefits under Employee Stock Option Scheme, in accordance with the schemes and rules of the Company for its eligible employees as applicable from time to time as may be considered appropriate from time to time by the Nomination and Remuneration Committee or the Board.
C) Minimum Remuneration:
- Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure Ms. Nithya Balasubramanian, the Company has no profits or its profits are inadequate, the Company will pay remuneration as mentioned above by way of Salary, Benefits, Perquisites and Allowances, subject to appropriate approvals as may be required.
Disclosure as required under Schedule V to the Act and the corresponding Rules enclosed in Annexure – A to this Notice.
In compliance with the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read with Schedule V of the Act, as amended from time to time, the terms of appointment and remuneration of Ms. Nithya Balasubramanian as specified above are now being placed before the Members for their approval.
APOINTMENT OF SECRETARIAL AUDITORS
The Board of Directors at their meeting held on May 15, 2025, based on recommendation of the Audit Committee, approved the appointment of M/s. Manish Ghia & Associates, Company Secretaries (Firm Registration No. P2006MH007100) as the Secretarial Auditors of the Company for a period of five (5) consecutive years, to conduct the secretarial audit of the Company starting from financial year 2025-26 till 2029-30 subject to approval of the Members.
The appointment of Secretarial Auditors shall be in terms of the amended Regulation 24A of the SEBI Listing Regulations vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further in terms of the amended regulations, M/s. Manish Ghia & Associates has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate. M/s. Manish Ghia & Associates has confirmed that they are not disqualified from being appointed as Secretarial Auditors and that they have no conflict of interest. M/s. Manish Ghia & Associates has further furnished a declaration that they have not taken up any prohibited non-secretarial audit assignments for the Company, its holding and subsidiary companies.
M/s. Manish Ghia & Associates is a well-established firm of Practicing Company Secretaries, The firm has been Peer Reviewed by the Institute of Company Secretaries of India. The firm is led by experienced partners, all of whom are distinguished professionals in the field of corporate governance and compliance. The firm is renowned for corporate consultancy, labour law compliances and secretarial audits.
The terms and conditions of the appointment of M/s. Manish Ghia & Associates include a tenure of five (5) consecutive years, starting from conclusion of 19[th] Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2030 (audit period covering the financial years from 2025-26 to 2029-30) and remuneration and terms and conditions as may be mutually agreed between the Board and the Secretarial Auditors.
The proposed fees in connection with the secretarial audit shall be INR 350,000/- plus applicable taxes and other out-of-pocket expenses for FY 2025-26, and for subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors and M/s. Manish Ghia & Associates. In addition to the secretarial audit, M/s. Manish Ghia & Associates shall provide such other services in the nature of certifications and other professional work, as approved by the Board of Directors. The relevant fees will be determined by the Board, as recommended by the Audit Committee in consultation with the Secretarial Auditors.
48
Financial Statements
Corporate Overview Statutory Reports
As the Company had transitioned to the listed space, the scope of compliance obligations significantly increases in order to meet the requirements prescribed under the SEBI laws. Consequently, the secretarial audit process becomes more extensive. Given this enhanced scope of work, the time, effort, and professional expertise required from the Secretarial Auditor also increases. As a result, the professional fees for conducting the secretarial audit has been fixed to appropriately reflect the additional responsibilities of the Company’s compliance as a listed entity.
Additional fees for statutory certifications and other professional services will be determined separately by the management, in consultation with M/s. Manish Ghia & Associates and as may be approved by the Board of Directors.
M/s. Manish Ghia & Associates has provided their consent to act as the Secretarial Auditors of the Company and has confirmed that the proposed appointment, if made, will be in compliance with the provisions of the Act and the Listing Regulations. Accordingly, approval of the shareholders is sought for appointment of M/s. Manish Ghia & Associates as the Secretarial Auditors of the Company.
The quantum, proportion and manner of such payment of commission and its distribution shall be decided by the Board from time to time. As required under Section 197 of the Act, approval of the members is being sought through this resolution.
The disclosure as required under Schedule V to the Act and the corresponding Rules is enclosed as Annexure - A to this Notice.
The necessary documents relating to commission to Nonexecutive Directors will be available for inspection, only through electronic mode, up to the date of AGM.
Non-executive Directors along with their relatives are deemed to be concerned or interested, financially or otherwise, to the extent of the share of commission that may be received by them. Whole-time Director and other Key Managerial Personnel of the Company and their relatives are not interested in this resolution.
The Board recommends the Special Resolution as set out “in item no.9 of this Notice for the approval of Members.
ITEM NO. 10 and 11
The Board recommends the Ordinary Resolution set out in item no.8 of this Notice for approval by the Members.
None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolution.
ITEM NO. 9
COMMISSION TO NON-EXECUTIVE DIRECTORS OF THE COMPANY
The Board and the Members of the Company had approved payment of commission to Non-executive Directors of the Company not exceeding 1% of the net profits of the Company on November 10, 2022 and January 27, 2023 respectively.
The Company’s Non-executive Directors are professionals with expertise and have rich experience in functional areas such as business strategy, business development, corporate governance, finance & taxation, security-IT domain expertise, risk management among others. Regulatory requirements, corporate governance norms prescribed under the Companies Act, 2013 (the “Act” ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ( “Listing Regulations” ) emphasise on effective governance, risk management, statutory compliances etc. and thereby placing increased accountability on the Board. The role and responsibilities of the Board particularly the non-executive directors have increased requiring greater time commitments and attention, which reflects in the financial performance of the Company.
Pursuant to provisions of Section 197 and Schedule V of the Act, the Board at its meeting held on July 31, 2025, on recommendation of Nomination and Remuneration Committee, subject to the approval of the Members, has approved payment of commission- either monthly or at specified percentage of the net profits or partly by one way or partly by the other, not exceeding in aggregate, INR 60.00 Mn per annum to the NonExecutive Directors of the Company (except Mr. Sachin Gupta, Mr. Joseph Benardello, Mr. Utpal Sheth and Mr. Amit Goela) and also in the event there are no profits or profits are inadequate.
AMENDMENT TO THE “EMPLOYEE STOCK OPTION PLAN 2022” OF THE COMPANY
EXTENSION OF BENEFITS OF THE EMPLOYEE STOCK OPTION PLAN 2022 TO THE EMPLOYEES OF IT’S GROUP COMPANIES, SUBSIDIARIES OR ASSOCIATE COMPANIES
The “Employee Stock Option Plan 2022” ( “Scheme” ) of the Company was approved by the Members by way of Special Resolution passed at the Extra-Ordinary General Meeting held on April 22, 2022. The subsequent amendments to the Scheme were approved by the Members at their Meetings held on September 6, 2023 and March 28, 2024 in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ( “SEBI SBEB Regulations” ).
The Scheme is presently being administered through Inventurus Employee Welfare Foundation ( “ESOP Trust” ) set-up for the benefit of the employees.
Currently, the aggregate number of Options granted/to be granted by the Company under the Plan shall not exceed 24,000,000 ( “ESOP Pool” ). A proposal to increase the ESOP Pool from 24,000,000 to 27,000,000 is being placed before the Members of the Company to ensure continued rewards to eligible employees and to attract, retain and motivate available talent in the Company.
Further, in terms of provisions of Regulation 6(3) of the SEBI SBEB Regulations, approval of the Members by way of a separate resolution shall be obtained by the Company in case of grant of option to employees of group companies including subsidiaries or associate companies of the Company, in India or outside India.
The Board of Directors of the Company, at its meeting held on July 31, 2025, based on the recommendation of Nomination and Remuneration Committee ( “NRC” ) and subject to approval of Members, approved the proposal for amending the Scheme to increase the ESOP Pool and extension of the benefits of the said Scheme to the employees of group companies including subsidiary companies or associate companies of the Company, in India or outside India.
49
Annual Report 2024-25
Particulars as required under Regulation 6(2) of the SEBI SBEB Regulations read with Part C of Schedule I of these Regulations are given below:
The salient features of the Employee Stock Option Plan 2022 are set out below:
| **Sr. No. ** | Requirement | Disclosure |
|---|---|---|
| 1. | Brief description of the Plan | This plan shall be called Employee Stock Option Plan 2022 (the“Scheme”). The Scheme |
| provides for grant of employee stock options (“Options”) to the eligible employees (as | ||
| may be defned in the Plan) and as may be permissible under the Companies Act and the | ||
| SEBI SBEB SE Regulations. Upon vesting of Options, the eligible employees earn a right | ||
| (but not obligation) to exercise the vested Options within the exercise period and obtain | ||
| equity shares of the Company, which shall be transferred to such employee subject to | ||
| receipt of exercise price and satisfaction of any tax obligation arising thereon. | ||
| The Scheme is administered through Inventurus Employee Welfare Foundation (“ESOP Trust”). | ||
| 2. | The total number of options to | The cumulative aggregate number of Options to be granted in one or more tranches |
| be granted | under the Scheme shall not exceed 27,000,000. Each Option when exercised would be | |
| converted into one equity share of Re. 1 each fully paid-up. | ||
| 3. | Identifcation of classes of | “Eligible Employee(s)”/ “Employee(s)”means (i) an employee as designated by the |
| employees entitled to participate | Company, who is exclusively working in India or outside India; or (ii) a director of the | |
| and be benefciaries in the Plan | Company, whether a whole time director (as defned under the relevant provisions of the | |
| Companies Act, 2013) or not, including a non-executive director who is not a promoter | ||
| or member of the promoter group, but at all times excluding an independent director of | ||
| the Company; an employee as defned in clauses (i) or (ii) of a group company including a | ||
| Subsidiary company or its associate company, in India or outside India; but shall not include | ||
| an employee who is a promoter or a person belonging to the promoter group; or a director | ||
| who either their self or through their relative or through anybody corporate, directly or | ||
| indirectly, holds more than ten percent of the outstanding equity shares of the Company. | ||
| Provided however, a contractual employee can also be designated by the Company as an | ||
| employee. | ||
| 4. | Appraisal Process for determining | The appraisal process for determining eligibility shall be decided by the Board/NRC from |
| the eligibility of the employees | time to time. | |
| to ESOPs | ||
| 5. | Requirements of vesting and | The Vesting Period means the period commencing from the date of Grant of Options |
| period of vesting | and expiring on the date, on which the Option Holder becomes eligible to Exercise the | |
| Options. | ||
| The Options granted would vest not earlier than one year. | ||
| 6. | Maximum period within which | The maximum vesting period for the options shall be four years from the date of grant. |
| the options shall be vested | ||
| 7. | Exercise price or pricing formula | The Exercise Price of options granted under the Scheme shall, subject to applicable laws, |
| be determined by the Board/NRC. Such price shall not be less than the face value of the | ||
| equity shares and not more than the closing market price on the trading day immediately | ||
| preceding the date of Grant, as the Board/NRC may deem ft. Further, majority of the | ||
| options will be granted at the aforesaid market price, while certain performance-based | ||
| options may be granted at a discounted price to such market price. | ||
| 8. | Exercise Period and the process of | All Vested Options will have to be exercised within 90 days of the vesting date or as |
| exercise | specifed in the grant letters issued to eligible employees or such other longer period as | |
| may be decided by the Board / NRC. | ||
| 9. | The Lock-in period | The shares allotted/transferred upon exercise of Options granted under the Scheme shall |
| not be subject to any lock in period. | ||
| 10. | Maximum number of options to be | The maximum number of Options that can be granted to any eligible Employee during any |
| granted per employee and | one year shall not be equal to or exceed 1% of the issued capital of the Company at the | |
| in aggregate | time of grant. | |
| 11. | Maximum quantum of benefts to | Any beneft other than grant of Options or consequential issue of equity shares is not |
| be provided per employee under a | envisaged under the Plan. Accordingly, the maximum quantum of benefts for employees | |
| scheme/plan | under the Plan will be the difference between the market value of Company’s share on the | |
| Stock Exchanges as on the date of exercise of Options and the Exercise Price paid by the | ||
| employee. | ||
| 12. | Whether the scheme is to be | The Plan is administered through the ESOP Trust. |
| implemented and administered | ||
| directly or through a trust | ||
| 13. | Whether the scheme/plan involves | The Plan is administered through the ESOP Trust which involves secondary acquisitions |
| new issue of equity shares or | of equity shares and also new issue of equity shares. | |
| secondary acquisition | ||
| of equity shares or both |
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Financial Statements
Corporate Overview Statutory Reports
| **Sr. No. ** | Requirement | Disclosure |
|---|---|---|
| 14. | The amount of loan to be | For the purpose of acquisition of shares by the said trust, the ESOP Trust maybe funded by |
| provided for implementation of | the Company, either through a loan or any other form of fnancial assistance permissible | |
| the scheme/plan by the Company | under Applicable Laws. The Company shall comply with the provisions of the Companies | |
| to the Trust, its tenure, utilization, | Act, 2013. Further, the ESOP Trust may take loans from banks or any other source under | |
| repayment terms, etc. | Applicable Laws. | |
| 15. | Maximum percentage of | Any Secondary Acquisition by the ESOP Trust shall not exceed fve percent of the paid up |
| secondary acquisition that can | equity capital and free reserves of the Company as at the end of the previous fnancial year. | |
| be made by the Trust for the | ||
| purpose of the scheme/plan | ||
| 16. | Method for valuation of options | As per applicable Accounting Standards. |
| 17. | Conditions under which option | All Vested Options as on the date of termination shall lapse with immediate effect. |
| vested in employees may lapse | All rights of an Option Holder there under shall stand extinguished. | |
| e.g. in case of termination of employment for misconduct |
All Unvested Options as on the date of termination shall lapse with immediate effect. All rights of an Option Holder there under shall stand extinguished. |
|
| 18. | Specifed time period within | All Vested Options yet to be exercised by an Option Holder as on his/her last day of working |
| which the employee shall exercise | with the Company shall lapse with immediate effect and cannot be exercised thereafter. | |
| the vested options in the event of a proposed termination of employment or resignation |
All Unvested Options of the Options Holder, as on the last day of his/her working with the Company shall lapse with immediate effect and cannot be exercised thereafter. |
|
| of employee | ||
| 19. | Statement to the effect that the | The Company shall comply with the disclosures and the accounting policies as prescribed |
| Company shall comply with the | from time to time. | |
| applicable Accounting Standards | ||
| 20. | Declaration | In case the Company opts for expensing of share-based employee benefts using the |
| intrinsic value, if permitted by applicable regulations, the difference between the | ||
| employee compensation cost so computed and the employee compensation cost that | ||
| shall have been recognized if it had used the fair value of the options and the impact of | ||
| this difference on profts and on Earning Per Share of the Company shall also be disclosed | ||
| in the Directors’ Report. | ||
| 21. | Terms & conditions for buyback, if | The Plan does not provide for buy-back of securities covered under these Regulations. |
| any, of specifed securities covered | Subject to the provisions of the applicable laws, the Board/NRC shall determine the | |
| under these regulations | procedure for buy-back of the specifed securities/Options if to be undertaken at any | |
| time by the Company and the applicable terms and conditions thereof. |
The Scheme is being amended to increase the ESOP Pool and to enable new issue of shares upon exercise of Options. The same is not detrimental to the interest of the employees.
The Scheme will be available for inspection at the registered office of the Company during normal business hours on business days up to the date of the Annual General Meeting.
Pursuant to SEBI SBEB Regulations, the Board recommends the Special Resolutions included in this Notice for approval by the Members.
None of the directors and key managerial personnel (as defined under the Act) and their immediate relatives is concerned or interested, financially or otherwise, except to the extent of their shareholding in the Company or to the extent of Options that have been or are to be granted to them, in accordance with the applicable law.
The Board recommends the Special Resolutions as set out in item no. 10 & 11 of this Notice for the approval of Members.
51
Annual Report 2024-25
ANNEXURE – A
Disclosure as required under Schedule V to the Companies Act, 2013
I. General Information:
- (a) Nature of Industry
The Company provides a healthcare enablement platform focused on assisting US-based healthcare organizations deliver better, safer and cost-effective care through a strategic blend of technology and domain expertise. The Company offers diversified and unique healthcare solutions spanning the healthcare value chain in the US market.
-
(b) Date or expected date of commencement of commercial production
-
Not applicable, since the Company has already commenced the business activity.
(d) Financial performance based on the given indicators
- Performance of the Company for the financial year ended March 31, 2025 on standalone basis is set out as under:
| as under: | |
|---|---|
| Particulars | Amount (INR in Million) |
| Revenue from Operations | 9,730.83 |
| Total Expenses | 5,864.28 |
| Proft Before Tax | 4,019.72 |
| Proft After Tax | 3,319.48 |
-
(e) Foreign Investments or collaborators, if any: Not applicable
-
(c) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus
Not applicable
52
Corporate Overview Statutory Reports Financial Statements
| II. Information about Non-executive Directors (Except Mr. Sachin Gupta, Mr. Joseph Benardello, Mr. Utpal Sheth and Mr. Amit Goela) and Ms. Nithya Balasubramanian, Whole-time Director: |
Sr. No. Particulars Berjis Desai Clarence Carleton King II Keith Jones Theresa Stone |
1. Background details He is the Chairman and Non-Executive, Non-Independent Director of the Company. He holds a bachelor’s degree in law from the Government Law College, University of Bombay and a master’s degree in law from the University of Cambridge. He is presently enrolled as an advocate with the Bar Council of Maharashtra and Goa. He has expertise in mergers and acquisitions, derivatives, corporate and fnancial laws and international commercial arbitration and was previously associated with J. Sagar Associates as a senior partner. He is an Independent Director of the Company. He holds a bachelor’s degree in business administration (health administration) from Georgia State University and a master’s degree in health administration from Duke University. He has experience in account and executive management and was previously associated with Aetna as its Senior Vice President, National Accounts. He is an Independent Director of the Company. He holds a degree of Doctor of Medicine from the University of Alabama School of Medicine. He has completed his residency in anesthesiology from the Mayo Graduate School of Medicine. He has been certifed as a diplomate of the national board of medical examiners of the United States of America, is qualifed to practice as a consultant in anaesthesiology by the American Board of Anaesthesiology and has been granted a license to practise medicine in the state of Alabama. He is on the board of trustees of the International Anesthesia Research Society. He is an active member of the American Medical Association, American Society of Anesthesiologists and the American Medical Group Association and also serves on its board of directors. He was previously associated with Mayo Clinic as its professor of anaesthesiology and as the chief physician executive, professor and chairman of the UAB Heersink School of Medicine Department of Anaesthesiology and Perioperative Medicine. She is an Independent Director of the Company. She holds a bachelor’s degree in arts from the College of the Holy Cross in Worcester, Massachusetts and a master’s degree in business administration from the University of North Carolina at Chapel Hill. She is currently associated with Oliver Wyman as its managing partner. |
2. Past remuneration from the Company Details of sitting fees and commission paid for FY 2024-25 are as follows: Sitting Fees: INR 0.94 Mn Commission: INR 2.42 Mn Details of sitting fees and commission paid for FY 2024-25 are as follows: Sitting Fees: INR 1.02 Mn Commission: INR 3.30 Mn Details of sitting fees and commission paid for FY 2024-25 are as follows: Sitting Fees: INR 0.82 Mn Commission: INR 2.42 Mn Details of sitting fees and commission paid for FY 2024-25 are as follows: Sitting Fees: INR 0.20 Mn Commission: INR 1.82 Mn |
3. Recognition or awards Not applicable Not applicable Not applicable Not applicable |
4. Job profle and suitability Please refer to point no. 1 above. |
5. Remuneration proposed As provided in the corresponding resolutions |
6. Comparative Remuneration profle with respect to industry, size of the Company, profle of the position and person (in case of expatriates the relevant details would be w.r.t. the country of Origin.) The proposed commission is justifable keeping in view the profles, extensive knowledge and vast experience of non-executive Directors of the Company in the industry. The commission payable has been benchmarked with the commission being drawn by peers in similar capacity in similar companies of comparable size. |
7. Pecuniary relationship directly or indirectly with the Company, or relationship with the Director of Key Managerial Personnel, if any Except for holding 1,949,000 shares in the Company and 4,91,000 shares held by Mrs. Vandana Desai, wife of Mr. Berjis Desai, there is no other pecuniary relationship with the Company or with Director or Key Managerial Personnel of the Company. Except for holding 250,990 shares in the Company, there is no other pecuniary relationship with the Company or with Director or Key Managerial Personnel of the Company. Dr. Keith Jones is not holding any shares of the Company. There is no other pecuniary relationship with the Company or with Director or Key Managerial Personnel of the Company. Ms. Theresa Stone is not holding any shares of the Company. There is no other pecuniary relationship with the Company or with Director or Key Managerial Personnel of the Company. |
|---|---|---|---|---|---|---|---|---|
53
Annual Report 2024-25
| Sr. No. Particulars Mary Klotman Garheng Albert Kong Nithya Balasubramanian |
1. Background details Dr. Mary Earley Klotman is a Non-Executive, Non- Independent Director of the Company. She holds a degree of Doctor of Medicine from Duke University. She is the Dean of the School of Medicine and Vice Chancellor for Health Affairs, Duke University and Chief Academic Offcer, Duke University Health System. She has been certifed as a diplomate in internal medicine and in sub- speciality infectious disease by the American Board of Internal Medicine. Further, she is also a part of the Council of Deans of the American Association of Medical Colleges. She is also a member of the National Academy of Medicine and was previously associated as the president of the Association of American Physicians. She is on the board of trustees of the Rockefeller University. She has been associated with the Duke University in various capacities, including as a professor of medicine and member of its medical staff. Dr. Garheng Albert Kong is Independent Dr. Kong is a physician, scientist, and engineer by training. He has over two decades of experience investing in innovative healthcare companies with a long list of successes (36 IPO/M&A exits). He founded HealthQuest Capital in 2012 to improve people’s lives through improving healthcare on a signifcant scale. His vision was to build a best-in-class team of the highest talent and integrity to work with outstanding entrepreneurs to transform healthcare through high growth companies while generating outsized risk adjusted returns for investors. Mr. Kong’s interests and industry footprint are broad as he serves as the Lead Independent Director of LabCorp (LH) and serves on the board of Xeris Biopharma (XERS), Be the Match, Duke University Health System, Duke University Board of Trustees, Dell Children’s Foundation, UT President’s Commercial Advisory Board, and the Austin Healthcare Council, and has served as Chairman on 11 Boards. He is an Aspen Institute Health Innovators Fellow, Kauffman Fellows Mentor, and member of YPO. Mr. Kong was named a Top 25 Healthcare Investor by Growth Cap in 2022, 2024 and 2025, and received their Healthcare Investor of the Year award for 2024 (presented in March 2025). In 2023, he was also recognized by Board Prospects as one of the Top 30 Asian American and Pacifc Islander Board Members in the U.S. Ms. Nithya Balasubramanian is the Chief Financial Offcer of the Company and has previously worked with McKinsey & Company, Inc as their engagement manager, Cipla Limited as their vice president and Alliance Bernstein Business Services Private Limited as their vice president/ director, senior research analyst. She is responsible for the global fnancial operations, administration and facilities, ERP, investor relations, and the overall business strategy of the Company. |
2. Past remuneration from the Company Details of sitting fees and commission paid for FY 2024-25 are as follows: Sitting Fees: INR 0.38 Mn Commission: INR 2.42 Mn No remuneration including sitting fees were paid for FY 2024-25. Remuneration for FY 2024-25 as Chief Financial Offcer - INR 27.51 Mn. |
3. Recognition or awards Nil Mr. Kong was named a Top 25 Healthcare Investor by Growth Cap in 2022, 2024 and 2025, and received their Healthcare Investor of the Year award for 2024 (presented in March 2025). In 2023, he was also recognized by Board Prospects as one of the Top 30 Asian American and Pacifc Islander Board Members in the U.S. 1. Economic Times 40 under 40 2019 2. Best Woman CFO by BW Business World 3. CFO 100 2025 Roll of Honour – Mergers & Acquisitions Category by CFO India |
4. Job profle and suitability Please refer point no. 1 above |
5. Remuneration proposed As provided in the corresponding resolutions |
6. Comparative Remuneration profle with respect to industry, size of the Company, profle of the position and person (in case of expatriates the relevant details would be w.r.t. the country of Origin.) The proposed commission is justifable keeping in view the profles, extensive knowledge and vast experience of non-executive Directors of the Company in the industry. The commission payable has been benchmarked with the remuneration being drawn by peers in similar capacity in similar companies of comparable size. The proposed remuneration is justifable keeping in view the profles, extensive knowledge and vast experience of Executive Director of the Company in the industry. The remuneration payable has been benchmarked with the remuneration being drawn by peers in similar capacity in similar companies of comparable size. |
7. Pecuniary relationship directly or indirectly with the Company, or relationship with the Director or Key Managerial Personnel, if any Dr. Mary Klotman is not holding any shares of the Company. There is no other pecuniary relationship with the Company or with Director or Key Managerial Personnel of the Company. Dr. Garheng Albert Kong is not holding any shares of the Company. There is no other pecuniary relationship with the Company or with Director or Key Managerial Personnel of the Company. Except for holding 31,000 shares of the Company, there is no other pecuniary relationship with the Company or with Director or Key Managerial Personnel of the Company. |
|---|---|---|---|---|---|---|---|
54
Financial Statements
Corporate Overview Statutory Reports
III. Other Information:
-
(a) Reasons of loss or inadequate profits:
-
Presently, the Company is making profits. However, as a prudent measure, the consent of the Members is being sought by way of a Special Resolution for payment of commission to Non-executive Directors of the Company.
(b) Steps taken or proposed to be taken for improvement:
Not applicable.
- (c) Expected increase in productivity and profits in measurable terms:
Not applicable.
55
Annual Report 2024-25
| DIN 11218828 02239277 10664861 00081012 01672013 |
Date of Birth (Age) June 17, 1975 (50 years) June 22, 1976 (49 years) April 04, 1984 (41 years) June 20, 1971 (54 years) March 8, 1967 (58 years) |
Date of frst appointment on Board August 1, 2025 December 1, 2006 August 1, 2025 December 3, 2014 November 15, 2007 |
Qualifcation An Undergraduate degree in both Chemical Engineering and Biological Sciences from Stanford, while on an athletic scholarship. He then earned an MD, PhD and MBA from Duke University, graduating at the top of his class in each instance. A bachelor’s degree in engineering (computer) from the University of Pune A bachelor’s degree in engineering in electrical and electronical engineering from the Birla University of Technology & Science, Rajasthan, and a post graduate diploma in management from Indian Institute of Management, Bangalore. A bachelor’s degree in commerce from the University of Mumbai. He has also been awarded a certifcate of merit by the Institute of Chartered Financial Analysts of India and has completed the fnal examination of the Institute of Cost and Works Accountants. He has completed his secondary Education |
Experience More than 20 years More than 25 years More than 17 years More than 19 years More than 15 years |
Brief resume and nature of their expertise in specifc functional areas Dr. Kong is a physician, scientist, and engineer by training. He has over two decades of experience investing in innovative healthcare companies with a long list of successes (36 IPO/M&A exits). He founded HealthQuest Capital in 2012 to improve people’s lives through improving healthcare on a signifcant scale. His vision was to build a best-in-class team of the highest talent and integrity to work with outstanding entrepreneurs to transform healthcare through high growth companies while generating outsized risk adjusted returns for investors. Dr. Kong’s interests and industry footprint are broad as he serves as the Lead Independent Director of LabCorp (LH) and serves on the board of Xeris Biopharma (XERS), Be the Match, Duke University Health System, Duke University Board of Trustees, Dell Children’s Foundation, UT President’s Commercial Advisory Board, and the Austin Healthcare Council, and has served as Chairman on 11 Boards. He is an Aspen Institute Health Innovators Fellow, Kauffman Fellows Mentor, and member of YPO. Mr. Kong was named a Top 25 Healthcare Investor by Growth Cap in 2022, 2024 and 2025, and received their Healthcare Investor of the Year award for 2024 (presented in March 2025). In 2023, he was also recognized by Board Prospects as one of the Top 30 Asian American and Pacifc Islander Board Members in the U.S. Mr. Sachin Gupta was a Whole-time Director of the Company till July 31, 2025 and appointed as an Additional Director (Non-Executive, Non- Independent) of the Company with effect from August 1, 2025. He is Global CEO of Inventurus Knowledge Solutions Inc (IKS Inc), a wholly owned subsidiary of the Company. He holds a bachelor’s degree in engineering (computer) from the University of Pune. He is also a member of the Young Presidents’ Organisation. He has over 25 years of experience in business management. In the past, he has been associated with Seletica Confgurators India Private Limited, Majoris Systems Private Limited and Lionbridge Technologies, Inc. and has prior experience in software and business development. Mr. Gupta founded the Company and IKS Inc. (the “Organization”) in 2006 and led it to emerge as the leading provider enablement platform, enabling large-scale provider groups in the United States to deliver better, safer, and more effcient care to their patients. With Mr. Gupta’s unique blend of entrepreneurial spirit, executive acumen, and strategic vision, the Organization has grown to over 12,000 employees. The Organization creates tremendous clinical and fnancial value for large provider groups and has built a proftable model that was recently valued at over $3 billion during the Company’s Initial Public Offering on the Indian stock exchanges. Ms. Nithya Balasubramanian is the Chief Financial Offcer of the Company and has previously worked with McKinsey & Company, Inc as their engagement manager, Cipla Limited as their vice president and Alliance Bernstein Business Services Private Limited as their vice president/ director, senior research analyst. She is responsible for the global fnancial operations, administration and facilities, ERP, investor relations, and the overall business strategy of the Company. Mr. Utpal Sheth has been associated with our Company since 2014. He currently serves as Chairman and Chief Mentor of TrustPlutus group. Mr. Joseph Benardello is a Non- Executive Director of the Company. He has over 15 years of experience in executive leadership, strategy, sales leadership, mergers and acquisitions, healthcare, IT and technology development and implementation, consulting, revenue cycle management, business process outsourcing and contract negotiation and was previously associated with Ziff Davis Publishing Inc. and Lionbridge Technologies, Inc. |
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Financial Statements
Corporate Overview Statutory Reports
| Name Garheng Albert Kong Sachin Gupta Nithya Balasubramanian Utpal Sheth Joseph Benardello |
Terms and conditions of appointment or re- appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if applicable As mentioned in the resolution and explanatory statement. As mentioned in the resolution and explanatory statement. Remuneration for FY 2024-25 – INR 12.79 Mn As mentioned in the resolution and explanatory statement. Remuneration for FY 2024-25 as Chief Financial Offcer - INR 27.51 Mn. As mentioned in the resolution and explanatory statement. Sitting fees paid for FY 2024-25 – INR 0.24 Mn As mentioned in the resolution and explanatory statement. Sitting fees paid for FY 2024-25 – INR 0.32 Mn. |
Directorships held in other Companies (excluding foreign and Section 8 Companies) None None Aquity Solutions India Private Limited 1. HRS Insight Financial Intermediaries Private Limited 2. Hiranandani Financial Services Private Limited 3. TrustPlutus Wealth (India) Private Limited 4. Trust Capital Holdings Private Limited 5. TrustPlutus Family Offce Investment Advisers {India) Private Limited 6. Chanakya Wealth Creation Private Limited (OPC) 7. Trust Asset Management Private Limited 8. Zenex Animal Health India Private Limited 9. SNV Aviation Private Limited 10. Aptech Limited 11. NCC Limited 12. Metro Brands Limited 13. Star Health and Allied Insurance Company Limited 14. Kabra Extrusion Technik Limited None |
Names of listed Companies in which person ceased to be a Director in past three years None None None Concord Biotech Limited (Resigned w.e.f September 30, 2023) None |
Memberships/ Chairmanships of committees of other public companies* None None None 1. Star Health and Allied Insurance Company Limited – Audit Committee 2. Zenex Animal Health India Private Limited – Audit Committee 3. Hiranandani Financial Services Private Limited – Audit Committee None |
Number of shares held in the Company NIL 17,559,879 31,000 NIL 4,377,137 |
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Annual Report 2024-25
| Name Garheng Albert Kong Sachin Gupta Nithya Balasubramanian Utpal Sheth Joseph Benardello |
Number of Meetings of the Board of Directors attended during FY 2025-26 Not applicable As mentioned in the corporate governance report Not Applicable As mentioned in the corporate governance report As mentioned in the corporate governance report |
Relationship with other Directors, Manager or Key Managerial Personnel, if any None None None None None |
Skills and capabilities required for the role of Independent Director and the manner in which the proposed person meets such requirements. In view of the above profle, the Nomination and Remuneration Committee and the Board are of the view that Mr. Kong possesses the requisite skills and capabilities, which would be of immense beneft to the Company. Not applicable Not applicable Not applicable Not applicable |
Membership and Chairmanship in Audit and Stakeholders Relationship Committee in public limited companies. By Order of the Board of Directors Registered Offce: Inventurus Knowledge Solutions Limited Building No. 5 & 6, Unit No. 801 8thFloor, Mindspace SEZ Thane Belapur Road, Airoli, Sameer Chavan Thane, Navi Mumbai Company Secretary and Compliance Offcer Maharashtra, India, 400708 Membership No. F7211* Place: Navi Mumbai Date: July 31, 2025 |
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Financial Statements
Corporate Overview Statutory Reports
Information at a glance
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Sr. No Particulars Details
1. Date and Time of AGM Tuesday, September 23, 2025 at 05.30 p.m. (IST)
2. Mode of conduct Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”)
3. Link to participate in the AGM through VC/ https://www.evoting.nsdl.com
OAVM
[For details please refer Note No. 19 of the Notice]
4. Contact details of NSDL for assistance E-mail: [email protected]
before or during the AGM Contact No.: +91 22 48867000
Members may connect with:
Mr. Amit Vishal (Deputy Vice President – NSDL) at [email protected] or
Mr. Sanjeev Yadav (Assistant Manager – NSDL) at [email protected]
5. Cut-off date to determine entitlement for Tuesday, September 16, 2025
e-voting
6. E-voting start date and time Friday, September 19, 2025 from 9.00 a.m. (IST)
7. E-voting end date and time Monday, September 22, 2025 till 5.00 p.m. (IST)
8. E-voting event number (EVEN) 135298
9. Registration as speaker shareholder Commences from Tuesday, September 16, 2025 (9:00 a.m. IST) to Monday,
September 22, 2025 (5:00 p.m. IST).
Send email to [email protected]
(Please send the request from your registered e-mail ID and mention name, DP
ID and Client ID/Folio No., PAN, Mobile No. in the e-mail sent for registration)
10. Name, address and contact details of MUFG Intime India Private Limited
Registrar and Transfer Agent C-101, Embassy 247, L. B. S. Marg,
Vikhroli (West), Mumbai - 400083.
Tel No: +91 810 811 8484
Link to register queries: https://web.in.mpms.mufg.com/helpdesk/Service_
Request.html
Website: http://www.in.mpms.mufg.com/
11. Live webcast of AGM https://www.evoting.nsdl.com
(Non-members to view live webcast)
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