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You can view full text of the latest Director's Report for the company.

BSE: 543932ISIN: INE349Y01013INDUSTRY: Aerospace & Defense

BSE   ` 875.00   Open: 856.95   Today's Range 851.10
880.05
+24.05 (+ 2.75 %) Prev Close: 850.95 52 Week Range 367.95
997.00
Year End :2026-03 

Your Directors are pleased to present the 19th 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, 2026, in
compliance with the applicable provisions of the Companies , 2013 ("The Act") and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").

1. FINANCIAL SUMMARY

During the year under review, the Company registered a loss of 77.71 INR 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

2025-26

2024-25

2025-26

2024-25

Current Year

Previous Year

Current Year

Previous Year

Income from Operations

2268.49

1659.37

2261.29

1612.16

Other Income

219.68

212.18

222.92

211.60

Total Income

2488.17

1871.55

2484.21

1823.76

Total Expenditure

2585.22

2396.22

2683.57

2447.71

Profit/(Loss) before Prior Period Items & Tax

(97.05)

(524.67)

(199.36)

( 623.95)

Less: Prior period Items

-

-

-

-

Prof it/(Loss) Before Tax

(97.05)

(524.67)

(199.36)

(623.95)

Less: Taxes

-

-

-

-

Current Tax

(0.00)

(0.00)

0

0

Deferred Tax Charge (credit)

(19.34)

(10.96)

(29.07)

(1.17)

Profit /(Loss) After Tax

(77.71)

(513.71)

(170.29)

(622.78)

Other Comprehensive Income

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

0.50

(4.27)

0.50

(4.27)

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

(0.13)

1.07

(0.13)

1.07

Exchange Difference on translation of Financial
statements of Foreign operation

-

-

11.82

0.88

Other Comprehensive Income

0.37

(3.20)

12.19

(2.32)

Total Comprehensive Income

(77.34)

(516.91)

(158.10)

(625.10)

Dividend proposed

-

-

-

-

Dividend Distributable Tax

-

-

-

-

Add: Balance b/f from the previous year

328.61

845.52

193.76

819.74

Add : Balance b/f from the previous year on
translation of Financial statements of Foreign operatio

-

-

0.75

(0.13)

Add: Transferred from Debenture Redemption Reserve

-

-

Less: Transfer to Debenture Redemption Reserve (if
any)

-

-

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

251.27

328.61

36.41

194.51

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

During the year under review, the total Income from
the operation was INR 2268.49 Million as compared to
INR 1659.37 Million for the previous year and the same
is increased by 36.71%. The Net Loss was INR 77.71
Million as compared to net loss of INR 513.71 Million
for the FY 2024-25, the same has decreased by 84.87 %
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 three 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 continued to be a pioneer and leading
player in the Indian unmanned aircraft systems market,
with the largest operational deployment of indigenous
UAVs in India. During the year, ideaForge UAVs enabled
over 9,50,000 successful end-user missions, with an
ideaForge drone continuing to take off every three
minutes.

FY 2025-26 marked a year of stronger demand visibility
and improved execution. The Company recorded its
highest ever annual order bookings of approximately
INR 530 crore across defence and civil customers.
During Q4 FY26, the Company executed a significant
portion of its open order book despite geopolitical and
supply-chain challenges and recorded its highest-ever
quarterly revenue.

The Company continued to strengthen its technology
and product portfolio across resilient UAV platforms,
secure communications, autonomy, and civil
applications. It also progressed next-generation
tactical platforms, including ZOLT and SWITCH V2, with
electronic warfare resilience.

During the year, the Company advanced its international
and non-defence growth initiatives through a U.S.
joint venture, NATO Stock Numbers for its platforms, its
first U.S. purchase order, training of NATO forces, and a
strategic MoU in Japan for next-generation AI drones.

The Company remains focused on disciplined execution,
indigenous innovation, deeper customer engagement,
and long-term value creation for stakeholders.

Your Company maintains a powerful competitive
edge through deep integration of complex
technologies, spanning a broad product portfolio with
high-performance metrics (e.g., up to 6,000m altitude,
120-minute endurance, 15km range). This approach,
including proprietary software stacks for autonomy,
creates significant market entry barriers and has
secured our position as 3rd globally in the dual-use
drone category.

KEY HIGHLIGHTS FOR THE PERIOD INCLUDE:
Product Launches & Orders: Expanded the portfolio
with NETRA V5 and SWITCH V2. These new platforms,
specifically SWITCH V2 and the revealed ZOLT system,
have already secured substantial orders totalling
approximately INR 100 crores from the Indian Army.
During the period, we also progressed the development
and deployment of the Q6 V2 GEO platform, further
strengthening our geospatial intelligence and mapping
capabilities.

Certification: The SWITCH UAV was certified "Fit for
Indian Military Use," enhancing credibility and adoption
within the defence sector.

Technology & Payload Innovation: Continued to
expand mission capabilities through the development
and deployment of SHODHAM payloads, enhancing
ISR, mapping, and data acquisition capabilities across
defence and civil applications.

Digital Ecosystem & Services: Advanced the adoption
of Flyght Cloud and Drone-as-a-Service (DaaS) offerings,
attempt to increase recurring revenue opportunities,
enabling enterprise-scale drone operations, and
deepening customer engagement across key sectors.

Electronic Warfare (EW) Readiness: Strengthened
our Electronic Warfare (EW) narrative and technology
roadmap, reflecting the evolving operational
requirements of modern battlefields and reinforcing
our position in next-generation unmanned systems.

Strategic Future-Readiness: We continue to advance
our commitment to innovation through the concept
reveal and development of next-generation systems
including YETI and ZOLT. The heavy-lift YETI project
remains a key strategic investment, currently at TRL 4

with a target of TRL 9 within three years, addressing a
market expected to exceed USD 5 billion in India over
the next decade.

With 107 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 partnerships and
exploring opportunities in Africa, and across Asia,
underscoring its commitment to global growth and
market diversification.

3. DIVIDEND

To maintain a robust capital structure and provide
the necessary liquidity for our upcoming strategic
initiatives, the Board has elected to prioritize internal
funding over dividend distribution. As we navigate this
critical growth phase, retaining our cash reserves will
minimize our reliance on external debt and strengthen
our operational resilience. Accordingly, the Board
does not recommend a dividend on equity shares for
the financial year ended March 31, 2026, viewing this
as a prudent step toward ensuring the Company's
sustainable future.

4. DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company, at its
meeting held on December 14, 2022, approved and
adopted the Policy on Distribution of Dividend in
compliance with Regulation 43A of the SEBI Listing
Regulations. The policy outlines the key factors and
parameters to be considered by the Board while
recommending or declaring dividends. The Dividend
Distribution Policy 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 2025-26.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

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

7. SHARE CAPITAL

Authorized Share Capital

The authorized share capital of the Company as on
March 31, 2026, stood at INR 60,00,00,000 divided into
5,99,25,000 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 under review, the Company issued and
allotted 1,95,953 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 Rs 43,07,99,750 (comprising of
4,30,79,975 equity shares of Rs 10/- each) as on March 31,
2025 to INR 43,27,59,280 (comprising of 4,32,75,928
equity shares of Rs 10/- each) as on March 31, 2026.
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 01/04/2025

-

Equity shares

4,30,79,975

10/-

2.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

22/04/2025

Equity Shares

94,118

10/-

3.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

12/05/2025

Equity Shares

695

10/-

4.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

16/06/2025

Equity shares

18633

10/-

5.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

14/07/2025

Equity Shares

11011

10/-

6.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

14/08/2025

Equity Shares

11626

10/-

Sr.

No.

Particulars

Date of
Allotment

Types of
Securities

No. of
Securities

Face

Value

7.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

16/09/2025

Equity shares

28876

10/-

8.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

10/10/2025

Equity Shares

4669

10/-

9.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

11/11/2025

Equity Shares

952

10/-

10.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

09/12/2025

Equity Shares

3140

10/-

11.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

13/01/2026

Equity Shares

14451

10/-

12.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

16/02/2026

Equity Shares

7026

10/-

13.

Allotment of Equity Shares under Employee Stock
Option Scheme, 2018

12/03/2026

Equity Shares

756

10/-

14.

At the end of the year, i.e. as on 31/03/2026

-

Equity Shares

4,32,75,928

10/-

8. CREDIT RATING

The Company has been rated by CRISIL Ratings Limited ("CRISIL") vide its letter dated November 06, 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 (Outlook revised
from 'Negative'; Rating Reaffirmed)

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

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS AND SECURITIES

During the Year under review, the Company has not
granted any loans, nor made any investments, nor
provided any guarantees or securities to parties covered
under the provisions of Sections 186 of the Companies
Act, 2013. The details of loans, guarantees and
investments, if any, falling within the scope of Section
186 of the Act as at March 31, 2026, are disclosed in the
Notes to the Financial Statements.

10. PUBLIC DEPOSITS

During the year under review, the Company did not
accept any deposits from the public under Sections
73, 74 and 76 of the Companies Act, 2013 read with
the rules made thereunder. Accordingly, there were no
outstanding amounts of principal or interest as on the
date of the Balance Sheet. Consequently, the provisions
relating to reporting of non-compliance under
Chapter V of the Act, titled "Acceptance of Deposits
by Companies," are not applicable to the Company.

Further, there were no unclaimed or unpaid deposits
outstanding with the Company as on the said date.

11. DETAILS OF SUBSIDIARIES, JOINTVENTURES, OR ASSOCIATE COMPANIES

The Company has a Wholly-owned subsidiary in the
USA, ideaForge Technology Inc., focused on marketing
UAV products and services.

The Board reviewed its affairs during the year.
Salient features of its financial statements and
performance are disclosed in Form AOC-1
(
Annexure-G), pursuant to the first proviso to Section
129(3) of the Companies Act, 2013 read with Rules 5
and 8 of the Companies (Accounts) Rules, 2014.

ideaForge Technology Inc. and First Breach are in the

process of partnering a joint venture, First Forge Inc.,
dedicated to the development, manufacturing, and
distribution of drones. Completion of the transaction
remains subject to customary closing conditions,

including due diligence and the receipt of necessary
statutory and regulatory approvals.

There are no joint ventures or associate companies of
the Company as on date of this report. No entity was
incorporated as, or ceased to be, a subsidiary, joint
venture, or associate during the year of the Company.

12. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

During the year under review:

• All contracts, arrangements, and transactions with
related parties were in the ordinary course of
business and on an arm's length basis.

• Such transactions complied with the Company's
Policy on Materiality of Related Party Transactions
and on Dealing with Related Party Transactions.

No contracts, arrangements, or transactions with
related parties required reporting in Form AOC-2 under
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 the year under review, the Non-Executive
Directors of the Company had no pecuniary relationship
or transactions with the Company other than sitting
fees and commission, as applicable.

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

During the year under review, there has been no such
significant or material orders were passed by regulators
or courts that impacting the going concern status of the
Company or its future operations of the Company.

14. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report,
which forms an integral part of this Integrated Annual
Report, provides a comprehensive overview of the
Company's financial and operational performance,
market dynamics, key milestones, and future growth
strategy.

15. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORTING (BRSR)

Pursuant to the SEBI notification dated May 5, 2021,
amending the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report (BRSR)
framework has replaced the earlier Business
Responsibility Report. As a measure of proactive
compliance and enhanced transparency, the Company
has voluntarily prepared the BRSR report for the
financial year ended March 31, 2026, under Regulation
34(2)(f) of the SEBI Listing Regulations. The detailed
report, reflecting our ESG commitments, is annexed to
and forms part of this Report.

The report is available as a separate section of this Annual
Report and is also available on the Company's website
URL:
https://ideaforgetech.com/investor-relations/
annual-report

16. RISK MANAGEMENT POLICY

Risk management remains a cornerstone of the
Company's strategic and operational architecture.
The Company has instituted a comprehensive Risk
Management Policy aimed at safeguarding stakeholder
interests and achieving long-term corporate objectives
through the proactive mitigation of diverse business
risks.

The Board of Directors has constituted a dedicated
Risk Management Committee to govern this domain.
The Committee's mandate includes defining risk
tolerance thresholds, supervising the implementation
of the Risk Management Framework, and conducting
ongoing evaluations of mitigation action plans.
For specific details regarding the Committee's structure,
charter, and meeting attendance records, please refer
to the Report on Corporate Governance.

Aligned with SEBI Listing Regulations, our risk
management mechanisms explicitly encompass
cybersecurity vulnerabilities. The framework mandates
structured response plans for all critical risks, and the
entire system undergoes periodic reviews to maintain its
adequacy and effectiveness against a rapidly changing
business landscape.

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

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

Pursuant to Section 134(3)(l) of the Companies Act,
2013 read with Rule 8(7) of the Companies (Accounts)
Rules, 2014:

No material changes or commitments have occurred
affecting the financial position of the Company between
the end of the financial year to which the financial
statements relates (i.e. March 31, 2026) and the date of
this Report.

Save and except as disclosed in the financial statements,
the Directors confirm they are not aware of any other
circumstances or matters arising since March 31, 2026,
which have significantly or may significantly impact:

• the operations of the Company,

• the results of those operations, or

• the state of affairs of the Company in future years.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company views sustainable value creation and
corporate citizenship as core business imperatives.
We integrate social responsibility and environmental
stewardship into our daily operations, partnering
with stakeholders to advance nation-building and
community enhancement. This commitment is anchored
in exemplary corporate governance, characterized by
transparency, integrity, and strict accountability. We also
harness our corporate expertise to drive social impact,
encouraging active employee volunteerism across our
programs.

The Company's CSR policy fully complies with Section
135 of the Companies Act, 2013. During the year, we
discharged our CSR obligations through registered
implementing agencies, targeting key areas under
Schedule VII, including promoting education for girls,
women's empowerment, poverty eradication, and
vocational skill development.

A brief outline of the CSR philosophy, salient features
of the CSR Policy of the Company, the CSR initiatives
undertaken during the financial year 2025-26 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 during the
financial year.

19. ETHICAL BUSINESS PRACTICE AND
GOVERNANCE

The Company remains steadfast in its commitment to
maintaining the highest benchmarks of professional
ethics, transparency, and regulatory compliance.
The Company operates under a strict mandate of
transparency, legal adherence, and integrity across all
business transactions. Our comprehensive Ethics and
Compliance Programme serves as the foundational
framework to safeguard the organization against
regulatory and reputational risks. Under the oversight
of senior leadership, the Company maintains adequate
procedures—including ongoing workforce sensitization
and robust, confidential grievance redressal
mechanisms—to ensure zero tolerance toward
unethical business practices.

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

The Company remains dedicated to cultivating an
inclusive, high-performance culture that balances
employee well-being with robust career advancement.
Through structured training frameworks, targeted
engagement initiatives, and comprehensive welfare
programs, we have successfully enhanced workforce
resilience and aligned human capital with our strategic
objectives.

Your Company had 536 employees as of March 31,
2026, on a standalone basis.

21. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The disclosures pertaining to remuneration and other
details of employees as required under Sections 197(12)
and 197(14) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in
Annexure F, forming part of this Report.

In terms of the first proviso to Section 136(1) of the Act
and the second proviso to Rule 5(3) of the aforesaid
Rules, the Annual Report and Financial Statements
are being circulated to the Members excluding the
statement containing particulars of employees as
prescribed under Rule 5(2). The said statement is
available for inspection by the Members during

business hours up to the date of the ensuing Annual
General Meeting at the Registered Office of the
Company. Any Member interested in obtaining a copy
of the statement may write to the Company Secretary
and Compliance Officer at the Registered Office of the
Company or
compliance@ideaforgetech.com.

22. EMPLOYEES STOCK OPTION SCHEME, 2018

The ideaForge Employee Stock Option Scheme, 2018
("ESOP-2018") continues to operate in full compliance
with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SEBI SBEB &SE
Regulations"), as amended, with no material changes
during FY 2025-26. Administered by the Nomination
and Remuneration Committee, the Scheme enables
eligible employees to participate in the Company's
wealth creation through grants totalling 31,25,354
Options. The Stock Exchanges have granted in-principle
approval on September 26, 2023, for listing up to
21,39,542 equity shares of f10/- each upon exercise,
while the Company allotted 1,95,953 equity shares
during the year under review.

Disclosures mandated under Regulation 14 of SEBI SBEB
Regulations are available on the Company's website
at
https://ideaforgetech.com/investor-relations/

news-and-announcements

A compliance certificate from M/s. S. N.
Ananthasubramanian & Co., Company Secretaries and
Secretarial Auditors, confirming adherence to SEBI
SBEB Regulations, will be open for inspection at the
forthcoming 19th Annual General Meeting.

23. CORPORATE GOVERNANCE

The Company is committed to the highest level of
corporate governance standards by applying the
best management practices and adherence to ethical
standards for efficient management. The Company's
Corporate Governance practices authentically embody
its core values and ethical principles. We remain
dedicated to adopting exemplary Corporate Governance
standards, steering our operations with unwavering
integrity, openness, and responsibility at the forefront.

To ensure good corporate governance, your Company
ensures that its governance framework incorporates the
amendments introduced in the SEBI Listing Regulations
from time to time and the same are complied with on
or before the effective date.

Your Company upholds the utmost levels of Corporate
Governance excellence. As required by SEBI Listing

Regulations, the Corporate Governance Report is
included in this integrated Annual Report, accompanied
by a mandatory certificate from a Practicing Company
Secretary is given in
Annexure D, affirming adherence
to the prescribed governance conditions. Additionally,
a certification from the CEO and CFO, in line with SEBI
Listing Regulations, verifies the accuracy of financial
statements and cash flow statements, the sufficiency of
internal controls, and the disclosure of relevant issues
to the Audit Committee. Full particulars on directors'
remuneration and other essential disclosures are
detailed in the Corporate Governance Report, forming
an essential component of this 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/investor-relations/policies.

24. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Composition:

The Board's composition fully complies with Section
149 of the Companies Act, 2013, and Regulation 17
of the SEBI Listing Regulations. As on March 31, 2026,
your Company's Board consists of Eight Directors: 4
Executive Directors, 3 Independent Directors (including
1 Independent Woman Director), and 1 Non-executive
Director. The comprehensive information on Board and
Committee structures, directors' tenure, and related
particulars is provided in the Corporate Governance
Report, an integral 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. Ashish Bhat (DIN: 02480920),

Whole-time Director retires by rotation at the
ensuing AGM and being eligible, offering 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 SEBI Listing Regulations and
Clause 1.2.5 of the Secretarial Standard 2 are given
in the
Annexure - B to the Notice of the 19th 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 2025-26

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

Appointment:

Pursuant to the recommendation of the Nomination
and Remuneration Committee and approval of
the Board of Directors of the Company held on
July 22, 2025, Mr. Vipul Joshi, Chief Financial Officer
was appointed as the Whole time Director of the
Company. His appointment was further approved by
the shareholders of the Company at their meeting held
through Postal Ballot dated September 06, 2025.

Resignation:

Mr. Ganapathy Subramaniam resigned from the
position of Non - Executive Director and has also ceased
to be a Chairman of the Risk Management Committee
and Member of the Corporate Social Responsibility
Committee of the Company w.e,f July 08, 2025 due
to personal exigencies. The Board places on record
its appreciation for valuable services and guidance
provided by them during their tenure of directorship
and took a note of his resignation at their meeting held
on July 22, 2025.

Declaration of independence

All Independent Directors have submitted the
declaration of independence, pursuant to the
provisions of Section 149(7) of the Act and Regulation
25(8) of the SEBI Listing Regulations, stating that they
meet the criteria of independence as provided in
Section 149(6) of the Act and Regulations 16(1)(b) of
the SEBI Listing Regulations and they are not aware of
any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact his/
her ability to discharge his/her duties with an objective
independent judgment and without any external
influence. None of the Directors of the Company are
disqualified as per the provisions of Section 164 of
the Act.

Familiarization Programme for Independent Directors:

The Company conducts a dedicated familiarization
program for Independent Directors of the Company,
delivered upon their appointment to the Board and on
an annual basis thereafter. During the year under review,
the Company's Independent Directors participated in
these sessions, with full details of the familiarization
program available on the Company's website at
https://ideaforgetech.com/investor-relations/
shareholding-information

Number of Meetings of the Board:

The Board met 6 (Six) times during the financial year
2025-26. 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 SEBI Listing
Regulations.

Separate meeting of Independent Directors:

Pursuant to Schedule IV to the Act and SEBI Listing
Regulations, one meeting of Independent Directors was
held during the financial year 2025-26 on March 10,
2026, without the attendance of non- independent
Directors and members of Management.

KEY MANAGERIAL PERSONNEL:

As on March 31,2026, and as on the date of this report,
In addition to Whole-Time Directors 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 &
Whole-Time Director

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

c. Mr. Nilesh Jaywant - Company Secretary &
Compliance Officer

COMMITTEES OF THE BOARD

As on March 31, 2026, 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 under review, the 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.

25. ANNUAL EVALUATION

The annual performance evaluation of Individual
Directors, the Board including independent directors,
and its Committees was conducted using criteria
approved by the Nomination and Remuneration
Committee, in full compliance with the Companies Act,
2013 and SEBI Listing Regulations, 2015.

Evaluation parameters included Directors' engagement
levels, role clarity, business acumen, strategic insight,
and competitive awareness. Independent Directors
were assessed on time commitment, policy advisory
contributions, external expertise, and objective
judgment in Board deliberations. Board evaluation
covered composition, appointment processes,
information quality, strategic decision-making, and
implementation of prior evaluation recommendations.
Committees conducted self-assessments against their
terms of reference.

During the year under review, evaluations were
executed through a secure automated digital platform.
All Directors completed prescribed questionnaires,
with consolidated feedback presented to the
Chairman and NRC. The process confirmed satisfactory
performance across all levels, identifying opportunities
for governance enhancement.

26. SAFETY HEALTH AND ENVIRONMENT

Achieving sustainable growth requires an unwavering
commitment to global benchmarks in safety, security,
and environmental stewardship. The Company remains
steadfast in its commitment to global standards across
health, safety, environment, and quality (HSEQ). From a
risk management perspective, safeguarding our human
capital, product quality, and environmental footprint
remains a top-governance priority. The Company has
systematically deployed resources to fortify our safety
infrastructure and mitigate operational vulnerabilities.
By embedding rigorous, role-specific safety training and
clean manufacturing technologies into our workflows,
we have strengthened our regulatory compliance and
operational resilience.

27. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

Internal controls form a cornerstone of the Company's
Corporate Governance and overall management
framework. We have established clear operational
guidelines for these controls. The Audit Committee
oversees their effectiveness, efficiency, and the
accuracy of financial reporting. The primary objectives
of internal controls are to guarantee reliable financial
reporting, optimize operational performance, and
ensure adherence to relevant laws and regulations.
Financial reporting controls confirm that statements are
prepared accurately and transparently. They also verify
that all published financial reports and disclosures
present a true and fair view of the Company's financial
position. Operational controls focus on enhancing
efficiency, effectiveness, and the realization of our
strategic and financial goals. Compliance controls
safeguard conformity with all applicable legal and
regulatory requirements.

Details regarding the adequacy of internal financial
controls with reference to financial statements are
elaborated in the Management Discussion and Analysis
Report, forming part of this Annual Report.

Internal Audit:

The internal audit function, reporting directly to the
Audit Committee, enhances supervisory effectiveness
and operational efficiency. It ensures reliable
information flows, policy adherence, and robust risk
management across the organization.

The Audit Committee approves the Annual Internal Audit
Plan, with implementation progress monitored by line
management and independently reviewed by Internal
Audit, maintaining governance standards benchmarked
against India's premier listed corporations.

28. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies
Act, 2013, the Annual Return for FY 2025-26
(Form MGT-7) has been uploaded to the Company's
website and is accessible in the Investors Section
at:
https://ideaforgetech.com/investor-relations/
annual-report

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

Pursuant to the applicable statutory provisions, the
Company has reviewed its financial records and
confirms that no amounts were due or outstanding for

transfer to the Investor Education and Protection Fund
(IEPF) during the year under review.

30. NOMINATION AND REMUNERATION POLICY

The Board has formulated and approved a Nomination
and Remuneration Policy (NRC Policy) in compliance
with Section 178 of the Act and SEBI Listing Regulations.
This NRC Policy outlines, among other aspects, the
criteria for determining qualifications, positive attributes,
independence of a director, appointing, terminating,
compensating, and assessing Directors, Key Managerial
Personnel, Senior Management personnel, and related
matters as mandated by Section 178 of the Act and SEBI
Listing Regulations. Directors remuneration adheres
strictly to the provisions detailed in the Company's NRC
Policy. No amendments were made to the Nomination
and Remuneration Policy during the year under review.

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.

31. 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.

Related Party Transactions approved via omnibus
resolutions are presented to the Audit Committee
quarterly for scrutiny, including details on their
nature, value, terms, and conditions. Audit Committee
members with interests in specific transactions
recused themselves from discussions and voting.
Disclosures compliant with Ind AS 24 are included in
the Notes to the Financial Statements. In accordance
with Regulation 23 of the SEBI Listing Regulations, the

Company has submitted half-yearly reports on Related
Party Transactions to the Stock Exchanges.

During the year under review, the Company did not
engage in any Material Related Party Transactions,
defined as those surpassing 10% of the Annual
Consolidated Turnover from the previous Audited
Financial Statements.

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

32. 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. in 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.

33. AUDITORS AND THEIR REPORT

Statutory Auditor

At the 11th Annual General Meeting, members approved
the appointment of M/s. BSR & Co. LLP, Chartered
Accountants (Firm Registration No: 101248W/W-
100022), as the Company's Statutory Auditors for a
5-year term, the 16th Annual General Meeting.

Subsequently to align with the maximum permissible
tenure, the progress of this second term, at the 17th
Annual General Meeting, following recommendations
from the Audit Committee and Board approval, the
terms of appointment for M/s. BSR & Co. LLP, Chartered
Accountants (Firm Registration No: 101248W/W-
100022), was revised from 5 years to 4 years, extending
through FY 2026-27. The auditors have submitted their
consent along with eligibility certificates under Sections
139 and 141 of the Companies Act, 2013, and the
Companies (Audit and Auditors) Rules, 2014, confirming
their suitability to continue as Statutory Auditors.

The Auditors Report for the financial year ended
March 31, 2026, does not contain any qualification,
adverse remark, reservation or disclaimer 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 Regulations 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 5 (Five) consecutive
years to hold office from the conclusion of ensuing
AGM of the Company till the conclusion of 23rd 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 for FY 2025-26 issued by the
Secretarial Auditors does not contain any qualification,
reservation, adverse remark or disclaimer and is
annexed to this Report as
Annexure-B. The Secretarial
Compliance Report confirming compliance with all
applicable SEBI Listing Regulations, circulars and
guidelines for the financial year ended March 31, 2026,
as required under Regulation 24A, has been filed with
the Stock Exchanges within the stipulated timeline and
is enclosed as
Annexure-C.

The Secretarial Auditors have provided a declaration
confirming that their appointment, if approved,
complies with the prescribed eligibility criteria and peer
review requirements under SEBI Listing Regulations
and that they are not disqualified for re-appointment.
Additionally, the certificate from M/s. S. N.
Ananthasubramanian & Co. confirming compliance with
the conditions of Corporate Governance as stipulated
under Part E of Schedule V of SEBI Listing Regulations,
2015 for FY 2025-26 is attached to the Corporate
Governance Report forming part of this Annual Report.

34. SECRETARIAL STANDARDS

During year under review, 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.

35. MAINTENANCE 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.

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

The information pertaining to conservation of energy,
technology absorption, and foreign exchange earnings
and outgo, as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is provided in
Annexure - E,
forming part of this Report.

37. VIGIL MECHANISM

Your Company upholds the highest standards of
corporate governance, conducting its affairs with
integrity, transparency, and ethical professionalism.

A robust Vigil Mechanism and Whistleblower Policy,
established under Section 177(9) of the Companies Act,
2013 and Regulation 22 of SEBI Listing Regulations,
provides a secure platform for Directors, employees,
and stakeholders to report genuine concerns about
unethical conduct, fraud, or violations of the Code of
Conduct without fear of reprisal and also provide for
adequate safeguards against victimisation of persons
who uses the Vigil Mechanism. Any exceptional
cases ensure direct access to the Audit Committee
Chairperson.

The Company affirms no personnel were denied Audit
Committee access during FY 2025-26. The Policy is
available on the website:
https://ideaforgetech.com/
uploads/Other/VigilMechanismPolicy(2).pdf

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

Your Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on Prevention of Sexual Harassment of Women at
Workplace in accordance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company has taken
several initiatives across the organization to build
awareness amongst employees about the Policy and
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Complaints Committee (ICC) has been
constituted in compliance with the requirements of said
Act to redress complaints received regarding sexual
harassment.

These provide a redressal mechanism for any reported
incidents of sexual harassment at the workplace.
The committees handle complaints related to sexual
harassment in accordance with the policy guidelines,
which is accessible 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.

39. MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has duly
complied with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time. The Company
extends maternity benefits, including paid leave of up to
26 weeks to eligible women employees, in accordance
with the statutory requirements. Additionally, leave
benefits are provided to adoptive and commissioning
mothers in compliance with the provisions of the Act.
The Company also ensures that no woman employee is
discriminated against or terminated on account of her
maternity and continues to uphold a safe and inclusive
work environment for all employees.

The Company remains committed to promoting gender
diversity and supporting the rights and welfare of
women employees by ensuring full compliance with
applicable labour and welfare legislations.

40. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

The Company adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons
and Immediate Relatives of Designated Persons
pursuant the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.
This Code of Conduct also includes code of practices
and procedures for fair disclosure of unpublished price
sensitive information and has been made available on
the Company's website at :
https://ideaforgetech.com/
uploads/Other/LeakofUPSI.pdf

The Company is maintaining Structured Digital
Database ('SDD'), for monitoring the dealings in the
securities of the Company by the promoters, directors
and designated persons including immediate relative
and also to keep record of the persons with whom the
unpublished price sensitive information of the Company
has been shared internally or externally until it becomes
public.

41. OTHER DISCLOSURES

During the year under review, the Company has:

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

b. not issued Shares with Differential Voting Rights
and Sweat Equity Shares.

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

d. 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.

e. 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.

f. 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 year under review, no applications were
made nor proceedings initiated/pending against the
Company by any financial or operational creditor under
the Insolvency and Bankruptcy Code, 2016.

Further, no applications or proceedings remain
pending under the Code as on the date of this Report,
reflecting the Company's robust balance sheet and
strong credit health.

43. GREEN INITIATIVE

In commitment to keep in line with the Green Initiatives
and going beyond it, electronic copy of the Notice of
19th Annual General Meeting of the Company including
the Annual Report for FY 2025-26 are being sent to all
members whose e-mail addresses are registered with
the Company/Depository Participant(s)/RTA.

The Equity Shares of the Company are listed on National
Stock Exchange of India Limited and BSE Limited,
both of which provide nationwide trading platforms.
The Company confirms that the annual listing fees for
the financial year 2025-26 have been duly paid to both
the aforesaid Stock Exchanges.

44. ACKNOWLEDGEMENT:

Your directors are highly grateful for all the guidance of
various departments of Central and State Government,
Organizations and Agencies for the continued help
and co-operation extended by them to your Company.
Your directors also acknowledge all the stakeholders
of the Company viz. shareholders, customers, dealers,
suppliers, vendors, financial institutions, banks,
other intermediaries and business partners for the
excellent support received from them during the
year. Your directors place on record their sincere
appreciation to all employees of the Company for their
unstinted commitment and continued contribution to
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: April 30, 2026 DIN: 02108289 DIN: 02106568