Ideaforge Technology Ltd

Your Directors are pleased to present the 18^th 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.

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:

(Amount in INR Million)

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 3^rd 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), takeoff 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 subsystem, 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.

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.

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.

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

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

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.

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:

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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

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.

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 18^th Annual General Meeting.

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.

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.

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 18^th 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.

During the year, the following were the appointment / reappointment 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.

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.

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

The Board met 6 (Six) times during the Financial Year 202425. 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.

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)

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.

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.

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.

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.

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.

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.

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.

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

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.

At the 11^th 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 16^th Annual General Meeting of the Company.

Further, at the 17^th 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.

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 23^rd (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.

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.

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.

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.

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

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.

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.

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.

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.

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 202425 has been paid to the National Stock Exchange of India Limited and BSE Limited.

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.