Dear Member(s),
Your Directors are pleased to present the 19 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, 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:
(Amount in INR Million)
| 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. COMPANYS 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 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 companys 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 3 rd 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 Companys 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 Companys
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, JOINT
VENTURES, 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 arms length basis.
- Such transactions complied with the Companys 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 Companys 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 Companys 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 Companys website URL: https://ideaforgetech.com/investor-relations/ annual-report
16. RISK MANAGEMENT POLICY
Risk management remains a cornerstone of the Companys 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 Committees 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 Committees 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 Companys 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 Companys 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, womens 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 Companys 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 Companys 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 19 th 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 Companys 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 Boards 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 Companys 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 19 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.
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 Companys Independent Directors participated in these sessions, with full details of the familiarization program available on the Companys 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 Companys 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 Companys 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 Indias 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 Companys 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 Companys 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 arms 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 Companys website and can be accessed at https://ideaforgetech.com/uploads/Other/ Materialityofanddealingwithrelatedparttransaction.pdf
32. DIRECTORS 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 11 th Annual General Meeting, members approved the appointment of M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No: 101248W/W- 100022), as the Companys Statutory Auditors for a 5-year term, the 16 th Annual General Meeting.
Subsequently to align with the maximum permissible tenure, the progress of this second term, at the 17 th 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 23 rd 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 Companys 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 Companys 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 Companys 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 19 th 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
| Place: Mumbai | AN KIT MEHTA CEO & Whole-time Director | RAHUL SINGH Whole-time Director & VP-ENGINEERING |
| Dated: April 30, 2026 | DIN: 02108289 | DIN:02106568 |
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