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DIRECTORS' REPORT

ideaForge Technology Ltd.

GO
Market Cap. ( ₹ in Cr. ) 2413.62 P/BV 3.69 Book Value ( ₹ ) 151.25
52 Week High/Low ( ₹ ) 864/304 FV/ML 10/1 P/E(X) 0.00
Book Closure EPS ( ₹ ) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present the 18th Annual Report of ideaForge Technology Limited ("the Company") along with the
Audited Financial Statement (both Standalone and Consolidated) for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY

During the year under review, the Company registered a loss of INR 513. 71 Million after tax on a standalone basis and a
summary of the financial performance of the Company on a standalone and consolidated basis is as below:

Standalone

Consolidated

Particulars

2024-25

2023-24

2024-25

2023-24

Current Year

Previous Year

Current Year

Previous Year

Income from Operations

1,659.37

3,170.15

1,612.16

3,139.96

Other Income

212.18

304.12

211.60

304.12

Total Income

1,871.55

3,474.27

1,823.76

3,444.08

Total Expenditure

2,396.22

2,829.14

2,447.71

2,833.40

Profit/(Loss) before Prior period Items & Tax

(524.67)

645.13

(623.95)

610.68

Less: Prior period Items

0

0

0

0

Profit/(Loss) Before Tax

(524.67)

645.13

(623.95)

610.68

Less: Taxes

0

0

0

0

Current Tax

(0.00)

207.82

0

199.20

Deferred Tax Charge (credit)

(10.96)

(41.15)

(1.17)

(41.20)

Profit /(Loss) After Tax

(513.71)

478.46

(622.78)

452.68

Other Comprehensive Income

Items that will not be reclassified to profit or loss:
Remeasurement of gains/(losses) on defined benefit plans

(4.27)

(3.57)

(4.27)

(3.57)

Income tax relating to items that will not be reclassified to
profit or loss

1.07

0.90

1.07

0.90

Other Comprehensive Income

(3.20)

(2.67)

(2.32)

(2.67)

Total Comprehensive Income

(516.91)

475.79

(625.10)

450.01

Dividend proposed

-

-

-

-

Dividend Distributable Tax

-

-

-

-

Add: Balance b/f from the previous year

845.52

369.73

819.74

369.73

Add: Transferred from Debenture Redemption Reserve

-

-

Less: Transfer to Debenture Redemption Reserve (if any)

-

-

Balance Profit /(Loss) c/f to the next year

328.61

845.52

194.51

819.74

2. COMPANY'S PERFORMANCE/ STATE OF
AFFAIRS OF THE COMPANY.

During the year under review, the total income from
the operation was INR 1,659.37 Million as compared to
INR 3,170.15 Million for the previous year and the same
is decreased by 47.65%. The Net Loss was INR 513.71
Million as compared to net profit of INR 478.46 Million for
the FY 2023-24, the same was decrease by 207.37 % on a
standalone basis.

Your Company is the pioneer and the preeminent market
leader in the Indian unmanned aircraft systems market.
It had the largest operational deployment of indigenous
UAVs across India, with an ideaForge-manufactured drone
taking off every five minutes for surveillance and mapping
applications. The company is ranked 3rd globally in the
dual-use category (civil and defence) drone manufacturers
as per the report published by Drone Industry Insights in
December 2024. This recognition highlights the company's
growing global presence and leadership in drone
technology.

Your Company has a broad range of products with feature-
based differentiation such as weight class (approximately
2-7 kg), endurance class (25-120 minutes flying time), take¬
off altitude range (up to 6,000 meters), communication
range (approximately 2-15 km), payload types, etc.
Beyond UAVs, it undertakes full integration of payloads,
communication systems and packaging. It also builds its
own software stack required for flight safety, autopilot sub¬
system, battery, power and communication in the UAVs.
The integration of complex technologies while optimising
performance, reliability and autonomy not only creates
entry barriers for new entrants but also helps ideaForge to
differentiate itself from other players in the market.

During the year, ideaForge expanded its product portfolio
with the launch of NETRA V5 and SWITCH V2, further
strengthening its lineup of high-performance UAV
platforms. It also held the concept reveal of two upcoming
systems—YETI and ZOLT—demonstrating a continued
commitment to innovation and future-readiness.
Additionally, the SWITCH UAV was certified "Fit for Indian
Military Use," reinforcing its credibility and suitability for
defence applications.

With 87 patents (granted and applied)—across India and
globally—ideaForge remains committed to protecting
ideas and advancing technologies that create real-world
impact. The Company also made significant strides in
market expansion, strengthening its position in the USA
through new partnership and exploring opportunities in
Africa, and across Asia, underscoring its commitment to
global growth and market diversification.

3. DIVIDEND

Considering that your Company is in a growing stage and
requires the funds to support its growth objectives, your
Board does not recommend any dividend on the equity
shares of the Company for the financial year ending March
31, 2025.

4. DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in their meeting
held on December 14, 2022 approved and adopted
a policy on Distribution of Dividend to comply with
Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "SEBI Listing Regulations"), which
specifies various factors/parameters to be considered
while deciding to recommend or declare a dividend. The
Dividend Distribution Policy of the Company is available
on the Company's website, at
https://ideaforgetech.com/
uploads/Other/DividendDistributionPolicy.pdf.

5. TRANSFER TO RESERVES

Your Company has not transferred any amount to Reserves
for the Financial Year 2024-25.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the
nature of business of the Company.

7. SHARE CAPITAL

Authorized Share Capital

The authorized share capital of the Company as on March
31, 2025, stood at INR 600,000,000 divided into 59,925,000
Equity Shares of face value INR 10/- each and 75,000
Preference Shares of face value of INR 10 each.

Issued, Subscribed, and Paid-up Share Capital

During the year, the Company issued and allotted 1,94,653
Equity Shares of face value of INR 10/- each in the
Company, pursuant to exercise of Stock Options by the
eligible employees of the Company under the ideaForge
Employee Stock Option Scheme, 2018. As a result of such
an allotment, the paid-up share capital increased from
INR 428,853,220 (comprising of 42,885,322 Equity Shares
of INR 10/- each) as on March 31, 2024, to INR 430,799,750
(comprising of 43,079,975 Equity Shares of INR 10/- each)
as on March 31, 2025. The shares so allotted rank pari-
passu with the existing share capital of the Company.
Except as stated herein, there was no other change in the
share capital of the Company.

Details of changes in Paid-up Equity Share Capital during
the year under review are as under:

Sr.

No.

Particulars

Date of
Allotment

Types of
Securities

No. of
Securities

Face Value

1.

At the beginning of the year, i.e. as on 01/04/2024

-

Equity shares

42,885,322

10/-

2.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

17/05/2024

Equity Shares

3,000

10/-

3.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

14/06/2024

Equity Shares

1,678

10/-

4.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

12/07/2024

Equity shares

95,954

10/-

5.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

13/08/2024

Equity Shares

38,946

10/-

6.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

16/09/2024

Equity Shares

3,936

10/-

7.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

14/10/2024

Equity shares

1,450

10/-

8.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

11/11/2024

Equity Shares

2,608

10/-

9.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

16/12/2024

Equity Shares

4,126

10/-

10.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

10/01/2025

Equity Shares

8,198

10/-

11.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

10/02/2025

Equity Shares

31,716

10/-

12.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

19/03/2025

Equity Shares

3,041

10/-

13.

At the end of the year, i.e. as on 31/03/2025

-

Equity Shares

43,079,975

10/-

8. DEVIATION & VARIATION IN THE UTILIZATION OF PROCEEDS

In terms of Regulation 32 of Listing Regulations, the Listed Entity is required to report Deviation and Variation with respect to
funds raised through Public Issue, Rights Issue or Preferential Issue.

In view of the above, the Company post its Issue and Listing of shares on July 07, 2023, had reported deviation and variation
through the Monitoring Agency appointed in this regard. The Company in this regard clarified that there was no deviation or
change in the actual objects for which the funds were raised.

Further, for the quarter ended March 31, 2025, no deviation or variation was reported by the Monitoring Agency.

9. CREDIT RATING

The Company has been rated by CRISIL Ratings Limited ("CRISIL") vide its letter dated May 19, 2025, being the latest.

Name of the Company

Credit Rating Agency

Facilities/Instrument

Rating Action

ideaForge Technology Limited

CRISIL Limited

Corporate Credit Rating

CRISIL BBB/Stable (Changed
from CRISIL BBB /Negative)

The details of the ratings are also mentioned in the Corporate Governance Report, which is an integral part of the Annual
Report.

10 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES

The Company has not granted any loans or made any investment or provided any guarantees or security to the parties covered
under Section 185 and 186 of the Act during the Financial Year ended March 31, 2025. The details of Loans, Guarantees and

Investments covered under the provision of Section 186 of
the Companies Act, 2013 as on March 31, 2025, are given
in the notes to the Financial Statement.

11. PUBLIC DEPOSITS

The Company did not accept any deposits from the
public under Section 73 and 76 of the Act and rules
made thereunder during the Financial Year, including from
public and, as such, no amount of principle or interest was
outstanding as on the Balance Sheet closure date. Hence,
reporting of any non-compliance with the requirement of
the Chapter V of the Act "Acceptance of Deposits by the
Companies", is not applicable on the Company. There were
no unclaimed or unpaid deposits lying with your Company.

12. DETAILS OF SUBSIDIARIES, JOINT VENTURES,
OR ASSOCIATE COMPANIES

Your Company has a Wholly Owned Subsidiary in the USA,
namely, ideaForge Technology Inc. which is engaged in the
business of marketing products and services of UAVs of the
Company.

During the year, the Board of Directors reviewed the affairs
of the subsidiary. Pursuant to the first proviso to Section
129(3) of the Companies Act, 2013 read with Rule 5 and
8 of the Companies (Accounts) Rules, 2014, the salient
features of the Financial Statements and performance
of each subsidiary in Form AOC-1 is disclosed under
Annexure - G attached to this report. The statement
also provides highlights of the performance and financial
position of the subsidiary Company.

The Company does not have any Joint Venture or an
Associate Company.

During the Financial Year, no entity has been incorporated
as or ceased to be a subsidiary, joint venture, or associate
company of the Company.

13. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS. MADE WITH RELATED
PARTIES

During the year under review:

a) All contracts/arrangements/transactions entered by
the Company with related parties were in its ordinary
course of business and on an arm's length basis;

b) Contracts/arrangements/transactions were entered
into with related parties in accordance with the
Policy of the Company on Materiality of Related
Party Transactions and on dealing with Related Party
Transactions.

The Company has not entered into any contract/
arrangement/ transaction with Related Parties which is
required to be reported in Form No. AOC-2 in terms of
Section 134(3) (h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions
is available on the Company's Website at
https://
ideaforgetech.com/uploads/Other/RPTPolicy Website.pdf

During FY 2024-25, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions
with the Company other than sitting fees and commission,
as applicable.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS OR COURTS OR TRIBUNALS

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

15. MANAGEMENT DISCUSSION AND ANALYSIS

A review of the performance and future outlook of
the Company and its businesses, as well as the state of
the affairs of the business, along with the financial and
operational developments have been discussed in detail
in the Management Discussion and Analysis Report, which
forms part of the Integrated Annual Report.

16. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORTING (BRSR)

The Securities and Exchange Board of India (SEBI), through a
notification dated May 5, 2021, made certain amendments
to the SEBI Listing Regulations. One of the key changes
is the requirement to submit a Business Responsibility
and Sustainability Report (BRSR) instead of the existing
Business Responsibility Report. Furthermore, a circular
also mandates the top 1,000 listed companies (by market
capitalization) to comply from FY 2023-24 onwards. The
Company has prepared the Business Responsibility and
Sustainability Report (BRSR) for the Financial Year ended
March 31, 2025, in accordance with the format prescribed
in the SEBI Circular.

The Company believes that transparent, accurate, and
comprehensive disclosure practices not only aid in
strategic decision-making but also help in demonstrating
incremental value created for all groups of stakeholders.

The Business Responsibility & Sustainability Report for the
year under review, as stipulated under Regulation 34(2)(f)

of the Listing Regulations, describing the initiatives taken by
the Company from a social and governance perspective,
forms an integral part of the Annual Report.

17. RISK MANAGEMENT POLICY

The Company has in place a separate Risk Management
Committee of the Board of Directors, to, inter-alia,
formulate, review and oversee the implementation of the
Risk Management Framework, determination of Company's
risk appetite and regularly monitor the risk assessments
and risk mitigation strategies etc. The composition, formal
Charter of the Committee and attendance at its meetings
held during the year, are provided in the Report on
Corporate Governance. The Risk Management Committee
inter-alia monitors and reviews the risk management plan
and other functions as assigned from time to time.

Risk Management is integral to our strategy and embedded
in our operating framework. The Company believes that
risk resilience is the key to achieving long-term sustainable
growth and value creation. The Company has adopted
a robust enterprise-wide Risk Management Framework
to enable a well-defined and institutionalized approach
towards risk management and lay down broad guidelines
for timely identification, assessment, mitigation, monitoring
and governance of key strategic risks across the group.

Your Company has a robust Risk Management Policy which
identifies and evaluates business risks and opportunities.
The Company recognizes that these risks need to be
managed and mitigated to protect the interest of the
stakeholders and to achieve business objectives. The risk
management framework is aimed at effectively mitigating
the Company's various business and operational risks
through strategic actions. In line with the SEBI Listed
Regulations, cyber security risks are also covered under
Risk Management Policy of the Company.

The framework suggests developing response action
for each key risk identified, so as to ensure that the risk
is adequately addressed or mitigated through robust
management action plan. The Company periodically
reviews and improves the adequacy and effectiveness of
its Risk Management Framework considering the rapidly
changing business environment and evolving complexities.

The Risk Management policy is available on the Company's
Website at
https://ideaforgetech.com/uploads/Other/
RiskManagementPolicy.pdf

18. MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes or commitments, if
any, affecting the financial position of the Company which
occurred between the end of the Financial Year of the
Company to which the Financial Statements relate and the
date of this Report. Other than as disclosed in the Financial
Statement, the Directors of your Company are not aware
of any other matters or circumstances that have arisen
since the end of the Financial Year which have significantly
affected or may significantly affect the operations of the
Company, the results of those operations and the state of
affairs of the Company in subsequent years.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to long-term sustainable
value creation by aligning its social activities with its
business objectives. As good corporate citizens, we have
been actively undertaking community development and
nation building initiatives towards creation of a prosperous
society by collaborating with diverse stakeholders. Your
Company believes to integrate social and environmental
concerns in its business operations and interactions with
its stakeholders. It has always worked toward building trust
with all its stakeholders based on the principles of good
corporate governance, integrity, equity, transparency,
fairness, disclosure, accountability, and commitment to
values. The Company works towards leveraging its expertise
for various social causes and encourages its employees to
volunteer for the CSR program of the Company.

Your Company has well defined policy on CSR as per the
requirement of Section 135 of the Companies Act, 2013
which covers the activities as prescribed under Schedule
VII of the Companies Act 2013. Your Company discharges
its Corporate Social Responsibility obligations through
registered Implementing Agencies by supporting projects
like education for the girl children, empowering women's,
eradication of poverty, skill development and others as
prescribed under Schedule VII of the Companies Act, 2013.

A brief outline of the CSR philosophy, salient features of the
CSR Policy of the Company, the CSR initiatives undertaken
during the Financial Year 2024-25 together with progress
thereon and the report on CSR activities in the prescribed
format as required under Section 134(3)(o) read with
Section 135 of the Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, are set out in
Annexure - A attached to this Report and the CSR Policy
can be accessed using the link
https://ideaforgetech.com/
investor-relations/corporate-social-responsibility There is
no change in the CSR policy of the Company.

20. ETHICAL BUSINESS PRACTICE AND GOVERNANCE

The Company is committed to foster an atmosphere
of openness and transparency and maintaining the
highest ethical standards in everything it does. The
Company sees compliant and ethical business conduct as
responsible leadership and something that is relevant for
all its employees and in every business transaction that the
Company is involved.

Company's Ethics and Compliance programme focuses on
ideaForge's commitment to integrity and legal compliance
across the organisation. The programme serves as a
toolkit supporting ideaForge in conducting its business in
compliance with laws, regulations and ethical standards
and ensuring that the Company has adequate procedures
in place to prevent it from taking part in any unethical
business activities. Our governance framework is designed
to foster responsible decision-making, protect stakeholder
interests, and promote a culture of ethical conduct.
By adhering to principles of fairness and sustainability,
we strive to build trust among investors, employees,
and business partners, reinforcing our reputation as a
responsible corporate entity.

21. HUMAN RESOURCES/ INDUSTRIAL RELATIONS
INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company remains committed to fostering a positive,
inclusive, and high-performing work environment, ensuring
employee well-being and professional growth. Through
continuous training sessions, engagement initiatives, and
employee welfare programs, we strive to create a resilient
workforce that drives the Company's long-term success.

Your Company had 513 employees as of March 31, 2025,
on a standalone basis.

22. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosure required in respect of employees of the
Company, in terms of provisions of Section 197 (12) and
197(14) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is set out as
Annexure - F attached to this
Report.

As per first proviso to Section 136(1) of the Act and second
proviso of Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
report and Financial Statements are being sent to the
members of the Company excluding the statement of
particulars of employees under Rule 5(2). The details as
required under the Rule 5 of Chapter XIII, the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are given as an exhibit to the Director's Report

23. PERSONNEL:

The statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013 read with rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
given in
Annexure - H attached to this report.

24. EMPLOYEES STOCK OPTION SCHEME, 2018

Your Company has ideaForge Employee Stock Option
Scheme, 2018 i.e. in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, as
amended from time to time ('SEBI ESOP Regulations') and
there has been no material change to the ESOP Scheme
2018 during the year under review. Your Company grants
Employee Stock Options that would enable the employees
to share the value they create for the Company in the
years to come. Accordingly, pursuant to the approval
of the Board and the Members of the Company and in
terms of the provisions of the Companies Act, 2013 and
the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (SEBI SBEB and Sweat Equity
Regulations), your Company has duly implemented
ideaForge Employee Stock Option Scheme, 2018. The
Nomination and Remuneration Committee is entrusted
with the responsibility of administering ESOP Scheme,
2018 and approve the grants to the employees.

Under the ESOP-2018, the Company approved the grant
of 3,125,354 Employee Stock Options to the eligible
employees in one or more tranches, however the company
has received the in-principle approval from both the Stock
Exchanges dated September 26, 2023 for listing of upto a
maximum of 2,139,542 Equity Shares of INR 10/- each to
be allotted pursuant to IdeaForge Employee Stock Option
Scheme 2018, from time to time with each such Option
conferring a right upon the Employees to apply for one
Share in the Company in accordance with the terms and
conditions as may be decided under the ESOP-2018.

During the year under review, the Company has allotted
194,653 Equity Shares under ideaForge Employee Stock
Option Scheme, 2018 to the eligible employees.

The applicable disclosures as stipulated under Regulation
14 of SEBI SBEB Regulations with regard to Employees
Stock Option Plan of the Company are available on the
website of the Company and weblink for the same and is
also set out in
Annexure - I attached to the report.

A certificate from M/s. S. N, Ananthasubramanian & Co.,
Company Secretaries, the Secretarial Auditors of the
Company, confirming that the aforesaid schemes have
been implemented in accordance with the SEBI SBEB
Regulations, will be open for inspection at the ensuing 18th
Annual General Meeting.

25. CORPORATE GOVERNANCE

The Corporate Governance practice of your Company is a
true reflection of the values and morale of the Company.
Your Company is committed to implementing the best
practices of Corporate Governance and to managing the
affairs of the company with integrity, transparency and
accountability as the driving force.

Your Company is committed to maintaining the highest
standards of Corporate Governance practices. The
Corporate Governance Report, as stipulated by SEBI
Listing Regulations, forms part of this integrated Annual
Report along with the required certificate from a Practicing
Company Secretary set out in
Annexure - D attached
to this report, regarding compliance with the conditions
of corporate governance, as stipulated. A certificate from
the CEO and CFO of the Company in terms of Listing
Regulations, inter-alia, confirming the correctness of the
financial statements and cash flow statements, adequacy of
the internal control measures and reporting of matters to
the Audit Committee is also annexed. The details pertaining
to the remuneration of all the directors including the other
relevant disclosures have been given in the Corporate
Governance Report, which is an integral part of the Annual
Report.

In compliance with corporate governance requirement
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all
Board members and Senior Management Personnel of
your Company ("Code of Conduct"), who have affirmed the
compliance thereto. The Code of Conduct is available on
the website of your Company at
https://ideaforgetech.com/
uploads/Other/Code-of-ConductofBoardandSrMangt.pdf.

26. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Composition:

The composition of the Board is in conformity with Section
149 of the Companies Act, 2013 and Regulation 17 of the
Listing Regulations. As of March 31, 2025, your Company's
Board had eight members comprising of 3 (Three)
Executive Directors, 3 (Three) Independent Directors
including 1 (One) Independent Woman Director and 2
(Two) Non-Executive Directors. The details of Board and
Committee composition, tenure of directors, and other

details are available in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Directors retiring by rotation:

In accordance with the provisions of Companies Act, 2013
(hereinafter referred as "the Act") and Articles of Association
of the Company, Mr. Rahul Singh
(DIN: 02106568),
Whole-time Director retires by rotation at the ensuing
AGM and being eligible, offer himself for re-appointment.
The brief resumes and other disclosures relating to the
Director who is proposed to be re-appointed, as required
to be disclosed pursuant to Regulation 36 of the Listing
Regulations and Clause 1.2.5 of the Secretarial Standard
2 are given in the
Annexure - B to the Notice of the 18th
Annual General Meeting.

The details of the Board and Committee composition,
tenure of directors, areas of expertise, terms of reference
and other details are available in the Corporate Governance
Report that forms a part of this Annual Report.

Directors and Key Managerial Personnel who were
appointed/re-appointed or have resigned Changes
during the Financial Year 2024-25

During the year, the following were the appointment / re¬
appointment and resignations in the offices of Director and
Key Managerial Personnel:

a) Ms. Sonam Gupta, resigned as Company Secretary &
Compliance Officer w.e.f. January 29, 2025.

b) Mr. Nilesh Jaywant, Senior Manager - Legal &
Compliances appointed as Company Secretary and
Compliance Officer w.e.f. January 30, 2025.

Declaration of independence

Your Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed both
under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations and are in compliance with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014. Further, the Independent
Directors have also confirmed that they are not aware
of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their
ability to discharge their duties as Independent Directors
of the Company. Further as required vide Rule 6 (1) &
(2) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 they have registered their names in
the Independent Directors' Databank maintained by the
Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience
and expertise and they hold highest standards of integrity
(including the proficiency) and fulfils the conditions
specified in the Act read with Rules made thereunder and
SEBI (LODR) Regulations and are eligible & independent of
the management.

None of the Directors of the Company are disqualified as
per the provisions of Section 164 of the Act. The Directors
of the Company have made necessary disclosures under
Section 184 and other relevant provisions of the Act. Brief
resume and other details of the Directors being appointed/
re-appointed at the ensuing AGM as stipulated under
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India and Regulation 36 of the SEBI Listing
Regulations, are separately disclosed in the Notice of
ensuing AGM.

Familiarization Programme for Independent Directors:

The Company has a familiarization programme for its
Independent Directors which is imparted at the time of
the appointment of an Independent Director on the Board
as well as annually. During the year, the Independent
Directors of the Company were familiarized and the
details of familiarization programme imparted to them
are placed on the website of the Company and the web
link thereto is
https://ideaforgetech.com/uploads/Other/
Familarizationprogrammeofindependentdirector.pdf

Number of Meetings of the Board:

The Board met 6 (Six) times during the Financial Year 2024¬
25. The details of Board Meetings and the attendance
of the Directors at such meetings are provided in the
Corporate Governance Report, which forms part of this
Annual Report. The intervening gap between the meetings
was within the prescribed period under the Companies
Act, 2013 and the Listing Regulations.

KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, and as on the date of this report, the
following are Key Managerial Personnel of the Company as
per Sections 2(51) and 203 of the Companies Act, 2013.

a. Mr. Vipul Joshi - Chief Financial Officer

b. Mr. Vishal Saxena - Vice President - Sales & Business
Development

c. Ms. Sonam Gupta- Company Secretary and
Compliance Officer (Resigned w.e.f. January 29, 2025)

d. Mr. Nilesh Jaywant - Company Secretary and
Compliance Officer (Appointed w.e.f. January 30,
2025)

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has the following
committees:

- Audit Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Risk Management Committee

- Stakeholders Relationship Committee

- Executive Committee

During the year, all recommendations made by the
committees were approved by the Board. Details of all the
Committees such as terms of reference, composition and
meetings (including meetings of independent director)
held during the year under review are disclosed in the
Corporate Governance Report, which forms part of this
Annual Report.

27. ANNUAL EVALUATION

The annual evaluation process of Individual Directors,
the Board and Committees was conducted based on the
criteria approved by the Nomination and Remuneration
Committee and in accordance with the provisions of the
Act and the SEBI Listing Regulations.

The evaluation is based on parameters like level of
participation of the Directors, understanding of the roles
and responsibilities of Directors, understanding of the
business and competitive environment in which the
Company operates, understanding of the strategic issues
and challenges for the Company, etc. The performance
of the Independent Directors is also evaluated taking
into account the time devoted, strategic guidance to the
Company, advice given for determining important policies,
external expertise provided and independent judgment
that contributes objectively to the Board's deliberation.

The performance evaluation of the Board is carried out
considering the various parameters like composition of
Board, process of appointment to the Board, common
understanding amongst Directors of their role and
responsibilities, timelines and content of Board papers,
strategic directions, advice and decision making, etc.
The Board also notes the actions undertaken pursuant
to the outcome of previous evaluation exercises. Each
Committee's self-assessment is carried out based on the
degree of fulfilment of the key responsibilities as outlined
by its terms of reference.

For the year ended March 31, 2025, evaluations of
the Board, Committees, and Individual Directors were
conducted through the Automated tool, and questionnaires
containing various performance evaluation criteria were
uploaded on it. All the Directors have completed their
annual evaluation using the tool, and a summary report
of feedback generated from the tool was sent to the
Chairman of the Board and NRC Committee.

The feedback indicated overall satisfactory performance
by the Board, Committees, and Individual Directors.

28. SAFETY HEALTH AND ENVIRONMENT

Your Company is committed to upholding world-
class standards in health, safety, security, human rights,
environmental protection, product quality, and processes
across all business operations, services, and expansion
activities. To achieve these objectives, the company has
made significant investments to enhance safety and reduce
human error, comprehensive training on process and job-
based safety requirements, and the adoption of safe and
environmentally friendly production processes.

29 INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

Internal control is an essential part of the Corporate
Governance and management of the Company. The
Company has defined the operating principles for
internal control. The Audit Committee monitors the
effectiveness and efficiency of the internal control systems
and the correctness of the financial reporting. The aim
of internal control is to ensure reliability of financial
reporting, effectiveness and efficiency of operations as
well as compliance with laws and regulations. Control of
financial reporting assures that Financial Statement are
prepared in a reliable manner. The aim is also to ensure
that all financial reports published, and other financial
information disclosed by the Company provide a fair view
on the Company's financial situation. Control of operations
is aimed at ensuring effectiveness and efficiency of
operations and achievement of the Company's strategic
and financial objectives. Control of compliance ensures
that the Company follows applicable laws and regulations.

Details in respect of adequacy of internal financial controls
with reference to the Financial Statement are given in the
Management's Discussion and Analysis, which forms part
of the Annual Report.

Internal Audit: The objective of the internal audit is to
improve the effectiveness of supervising obligation of the
Board. Internal audit aims at ensuring that the Company's
operations are efficient, information is adequate and reliable

and that set policies and procedures are properly followed
by the organisation. The internal audit function reports
to the Audit Committee. The Audit Committee approves
the Annual Internal Audit Plan. The implementation of
the action plan is followed up periodically by the line
management and reviewed by Internal Audit function.

30. ANNUAL RETURN

As required under Section 92(3) of the Act, the Company
has placed a copy of the Annual Return on its website
and the same is available in the Investors Section on the
Company's website at the link given below.

The draft of the Annual Return is available on the
Company's website:
https://ideaforgetech.com/uploads/
Other/FormMGT-7website.pdf.

31. INVESTOR EDUCATION AND PROTECTION
FUND ("IEPF")

During the Financial Year, the Company has reviewed its
financial records and confirms that no amounts are due
for transfer to the Investor Education and Protection Fund
(IEPF) in accordance with applicable statutory provisions.

32. NOMINATION AND REMUNERATION POLICY

The Board has framed and adopted a Nomination and
Remuneration Policy ("NRC Policy") in terms of Section 178
of the Act and SEBI Listing Regulations. The NRC Policy,
inter-alia, lays down the principles relating to appointment,
cessation, remuneration and evaluation of Directors, Key
Managerial Personnel and Senior Management employees
and other matters as provided under Section 178 of the
Act and SEBI Listing Regulations. The remuneration paid to
the Directors is as per the terms laid out in the NRC Policy
of the Company. During the year there was no change in
the Nomination and Remuneration Policy of the Company

The Company has formulated the Nomination and
Remuneration Policy to provide guidance on

(a) Selection and nomination of Directors to the Board of
the Company;

(b) Appointment of the Senior Managerial Personnel of
the Company and

(c) Remuneration of Directors, Key Managerial Personnel
("KMP") and other employees of the Company.

The NRC Policy is available on the website of the
Company at:
https://ideaforgetech.com/uploads/Other/
NominationRemunerationPolicy.pdf.

33. RELATED PARTY TRANSACTIONS

During the year under review, all contracts / arrangements
/ transactions entered into by the Company with related

parties were in ordinary course of business and on an
arm's length basis. There were no Material Related Party
Transactions by the Company during the year Accordingly,
the disclosure of Related Party Transactions as required
under Section 134(3) (h) of the Act in Form AOC-2 is not
applicable.

The Related Party Transactions entered pursuant to
omnibus approval so granted are placed before the
Audit Committee for its review on a quarterly basis,
specifying the nature, value and terms and conditions of
the transactions. The members of the Audit Committee
abstained from discussing and voting in the transaction(s)
in which they were interested. The Related Party disclosures
as per Ind AS 24 have been provided in Notes to Accounts
annexed to the Financial Statements. Pursuant to the
provision of Regulation 23 of the SEBI Listing Regulations,
your Company has filed half yearly reports with the stock
exchanges for the related party transactions.

During the year, your Company has not entered into
any Material Related Party Transactions, i.e. transactions
exceeding ten percent of the Annual Consolidated Turnover
as per the last Audited Financial Statement.

The Policy on Materiality of and Dealing with Related
Party Transactions as approved by the Board is
uploaded on the Company's website and can be
accessed at
https://ideaforgetech.com/uploads/Other/
Materialityofanddealingwithrelatedparttransaction.pdf

34. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the
Board of Directors of the Company confirms to the best of
their knowledge and ability, that:

a. i n the preparation of the Annual Accounts for the
Financial Year during the year under review, the
applicable accounting standards have been followed
along with the proper explanation relating to material
departures;

b. your Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent to
give a true and fair view of the change in status affairs
of the Company for the Financial Year during the
year under review, and of its Profit and Loss for the
Financial Year ended on that date;

c. your Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. your Directors have prepared the annual accounts for
the Financial Year during the year under review on a
'going concern' basis;

e. your Directors have laid down Internal Financial
Controls to be followed by the Company and that
such Internal Financial Controls are adequate and
operating effectively; and

f. your Directors have devised proper systems to ensure
compliance with the provisions of all the applicable
laws and that such systems are adequate and
operating effectively.

35. AUDITORS AND THEIR REPORT

Statutory Auditor

At the 11th Annual General Meeting. Members had
approved the appointment of M/s. BSR & Co. LLP
Chartered Accountants (Firm Registration No: 101248W/
W-100022) as Statutory Auditors of the Company for a
period of 5 years, till the conclusion of the 16th Annual
General Meeting of the Company.

Further, at the 17th Annual General Meeting of the Company
based on the recommendations of Audit Committee and
approval of the Board of Directors, revised the terms
of appointment of the M/s. BSR & Co. LLP Chartered
Accountants (Firm Registration No: 101248W/W-100022),
Statutory Auditors of the Company for a period of 4
years instead of 5 years till FY 2027-28. The Auditors have
provided their consent and a certificate of their eligibility
under sections 139 and 141 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules 2014
for their continuance as the Statutory Auditors of the
Company.

The Auditors Report for the Financial Year ended March
31, 2025, does not contain any qualification, adverse
remark or reservation and therefore, does not call for any
further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013. The Auditors
had not reported any fraud under Section 143(12) of the
Companies Act, 2013 and therefore no details are required
to be disclosed under Section 134 (3)(ca) of the Companies
Act, 2013. The Statutory Auditors have not reported any
incident of fraud under section 143 (12) to the Audit
Committee of the Company in the year under review.

Secretarial Auditor

Pursuant to the amended provision of Regulation 24A
of the SEBI Listing Regulation and Section 204 of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Audit Committee and the Board of Directors have
approved and recommended the appointment of M/s.
S. N. Ananthasubramanian & Co., Peer Reviewed Firm
of Company Secretaries in Practice (Firm Registration
No. P1991-MH040400) as Secretarial Auditors for a term
of upto 5 (Five) consecutive years to hold office from
the conclusion of ensuing AGM of the Company till the
conclusion of 23rd (Twenty Third) AGM of the Company to
be held in the Year 2030, for approval of the Members at
the ensuing AGM of the Company. Brief resume and other
details of M/s. S. N. Ananthasubramanian & Co., Company
Secretaries, are separately disclosed in the Notice of
ensuing AGM.

The Secretarial Audit Report of your Company does not
contain any qualification, reservation, adverse remark or
disclaimer and is attached to this report as
Annexure - B.

The Secretarial Compliance Report for the Financial Year
ended March 31, 2025, in relation to compliance of all
applicable SEBI Regulations/circulars/ guidelines issued
thereunder, pursuant to requirement of Regulation 24A
of SEBI Listing Regulations has been filled with the Stock
Exchange within stipulated time period and is enclosed
here as
Annexure - C.

The Company has received a letter from M/s. S. N.
Ananthasubramanian & Co, stating that their appointment,
if made, would be in compliance with the prescribed limits
under the relevant SEBI regulations and that they are not
disqualified for such re-appointment.

The Certificate issued by M/s. S. N. Ananthasubramanian
& Co., Company Secretaries confirming compliance with
conditions of Corporate Governance as stipulated under
Part E of Schedule V of the SEBI Listing Regulations, for FY
2024-25 is enclosed to the Corporate Governance Report,
which forms part of this Annual Report.

5. SECRETARIAL STANDARDS

During FY 2024-25, the Company has complied with the
applicable provisions of the Secretarial Standards (SS-1
and SS-2) relating to 'Meetings of the Board of Directors'
and 'General Meetings' issued by the Institute of Company
Secretaries of India and notified by Ministry of Corporate
Affairs in terms of the provisions of Section 118 of the Act.

37. MAINTAINENCE OF COST RECORDS & COST
AUDIT

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable for the business
activities carried out by the Company.

38. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134 (3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is attached to this report as Annexure - E.

39. VIGIL MECHANISM

Your Company believes in conduct of the affairs of its
business in a fair and transparent manner by adopting
highest standards of honesty, integrity, professionalism,
and ethical behavior. Your Company has established
a Vigil Mechanism/Whistle-Blower Policy ("Policy") in
accordance with the provisions of the Companies Act,
2013 and the Listing Regulations with a view to provide
a platform and mechanism for Employees, Directors and
other stakeholders of the Company to report actual or
suspected unethical behavior, fraud or violation of the
Company's Code of Conduct, ethics, principles and matters
specified in the policy without any fear of retaliation, and
also provide for direct access to the Chairperson of the
Audit Committee as the case may be, in exceptional cases.

The Company affirms that in compliance with the
Whistle-Blower Policy/Vigil Mechanism no personnel
had been denied access to the Audit Committee. The
policy is available on the Company's website and can be
accessed at:
https://ideaforgetech.com/uploads/Other/
VigilMechanismPolicy(2).pdf

40. DISCLOSURES IN RELATION TO THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 ("POSH ACT")

In compliance with Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 ('POSH Act'), the Company has adopted a detailed
policy and constituted Internal Complaint Committees for
providing redressal mechanism pertaining to any reported
event of sexual harassment of employees at workplace and
the said committee is responsible for the for redressal of
complaints related to sexual harassment and follows the
guidelines provided in the policy. The policy is available on

the Company website https://ideaforgetech.com/uploads/
Other/POSHPolicy.pdf

During the year under review, there has been no complaint
received for sexual harassment of woman at workplace.

Further, details regarding the policy, including the details of
the complaints received and disposed-off during the year,
are provided in the Report on Corporate Governance and
Business Responsibility & Sustainability Report, which form
part of this Integrated Report.

41. OTHER DISCLOSURES

During the year under review, the Company has:

a. Not made any application and no proceeding is
pending under the Insolvency and Bankruptcy Code
("the Code"), 2016.

b. Not made any application for One Time Settlement
(OTS) with any Banks or Financial Institutions.

c. Not issued Shares with Differential Voting Rights and
Sweat Equity Shares.

d. Neither the Executive Director nor the Whole-time
Directors of the Company receive remuneration or
commission from any of its subsidiaries.

e. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.

f. No disclosure or reporting is required with respect
to issue of Equity shares with differential rights as to
dividend, voting or otherwise and Buyback of shares.

g. The Company did not have any scheme of provision
of money for the purchase of its own shares by
employees or by trustees for the benefit of employees,
hence, no disclosure/reporting under section 67(3) of
the Act is required.

42. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
DURING THE FINANCIAL YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the Financial Year 2024-25, there was no application
made and proceeding initiated / pending by any Financial
and/or Operational Creditors against your Company under
the Insolvency and Bankruptcy Code, 2016 ("the Code").
Further, there is no application or proceeding pending
against your Company under the Code.

43. GREEN INITIATIVE

Circulating the copy of the Annual Report in electronic
form to all members whose email addresses are available
with the Company. Your Company appeals to other
members to also register themselves to receive the Annual
Report in electronic form. Your Company has adopted a
green initiative to minimise the impact on the environment.
The Company has been circulating the copy of the Annual
Report in electronic form to all members whose email
addresses are available with the Company. Your Company
appeals to other members to also register themselves for
receiving the Annual Report in electronic form.

44. LISTING

The Equity Shares of the Company are listed on the
National Stock Exchange of India Limited and BSE Limited.
Both these stock exchanges have nation-wide trading
terminals. Annual listing fee for the Financial Year 2024¬
25 has been paid to the National Stock Exchange of India
Limited and BSE Limited.

45. ACKNOWLEDGEMENT:

The Board wishes to place on record its gratitude for the
confidence reposed in the Company by our bankers,
government authorities, customers, vendors and all
shareholders. The Board further wishes to record its sincere
appreciation for the significant contributions made by
employees at all levels for their commitment, dedication
and contribution towards the operations of the Company.

FOR AND ON BEHALF OF THE BOARD
ANKIT MEHTA RAHUL SINGH

Place: Mumbai CEO & Whole-time Director Whole-time Director & VP-Engineering

Dated: May 08, 2025 DIN: 02108289 DIN: 02106568