Ideaforge Technology Ltd Directors Report

Your Directors have the pleasure of presenting the 17th Annual Report of ideaForge Technology Limited (Formerly known as ideaForge Technology Private Limited) ("the Company") along with the Audited Financial Statement (both Standalone and Consolidated) for the financial year ended March 31, 2024. This being the first report after the Initial Public Offer ("IPO") and listing of the equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter collectively referred as "Stock Exchanges"), the Board welcomes all the stakeholders and look forward to your faith and support in times to come.

1. FINANCIAL SUMMARY

During the year under review, the Company registered a profit of INR 478.46 Million before 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	2023-24 Current Year	2022-23 Previous Year	2023-24 Current Year	2022-23 Previous Year
Income from Operations	3,170.15	1,860.07	3,139.96	1,860.07
Other Income	304.12	103.95	304.12	103.95
Total Income	3,474.27	1,964.02	3,444.08	1,964.02
Total Expenditure	2,829.14	1,556.07	2,833.40	1,556.07
Profit/(Loss) before Prior Period Items & Tax	645.13	407.95	610.68	407.95
Less: Prior period Items	0	0	0	0
Profit/(Loss) Before Tax	645.13	407.95	610.68	407.95
Less: Taxes	0	0	0	0
Current Tax	207.82	121.31	199.20	121.31
Deferred Tax charge (credit)	(41.15)	(33.24)	(41.20)	(33.24)
Profit /(Loss) After Tax	478.46	319.88	452.68	319.88
Other Comprehensive Income
Items that will not be reclassified to profit or loss: Remeasurement of gains/(losses) on defined benefit plans	(3.57)	(0.16)	(3.57)	(0.16)
Income tax relating to items that will not be reclassified to profit or loss	0.90	0.04	0.90	0.04
Other Comprehensive Income	(2.67)	(0.12)	(2.67)	(0.12)
Total Comprehensive Income	475.79	319.76	450.01	319.76
Dividend proposed	-	-	-	-
Dividend Distributable Tax	-	-	-	-
Add: Balance b/f from the previous year	369.73	49.97	369.73	49.97
Add: Transferred from Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Debenture Redemption Reserve (if any)	-	-	-	-
Balance Profit /(Loss) c/f to the next year	845.52	369.73	819.74	369.73

2. BUSINESS PERFORMANCE

During the year under review, the total Income from the operation was INR 3,170.15 Million as compared to INR 1,860.07 Million for the previous year and the same is increased by 70.43%. The Net Profit was INR 478.46 Million as compared to INR 319.88 Million for the FY 2022-23, the same was increased by 49.58% on a standalone basis.

Your Company is the pioneer and the preeminent market leader in the Indian unmanned aircraft systems market. It had the largest operational deployment of indigenous UAVs across India, with an ideaForge-manufactured drone taking off every five minutes for surveillance and mapping applications. Its customers have completed over 455,000 flights using ideaForge UAVs. The company is ranked 5th globally in the dual-use category (civil and defence) drone manufacturers as per the report published by Drone Industry Insights in December 2023.

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

3. DIVIDEND

Considering that your Company is in the growing stage and requires the funds to support its growth objectives, your Board does not recommend any dividend on the equity shares of the Company for the financial year ending March 31, 2024.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), the Board has approved the Dividend Distribution Policy, which specifies various factors/parameters to be considered while deciding to recommend or declare a dividend. The Dividend Distribution Policy of the Company is available on the Companys website, at https://ideaforgetech.com/uploads/ Other/DividendDistributionPolicy.pdf.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to any reserves for the year.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

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

6. INITIAL PUBLIC OFFER (IPO) AND LISTING

During the financial year, the Company came out with the Initial Public Offer through fresh issuance of shares and Offer for Sale.

The issue opened on June 26, 2023, and closed on June 30, 2023. Your Company successfully completed its Initial Public Offering and raised INR 567.29 Crores comprising of fresh issue of INR 240 Crores and through Offer for Sale INR 327.25 Crores. The issue was led by the book running Lead Managers viz. JM Financial Limited and IIFL Securities Limited and JM Financial Services Limited.

The issue drew bids worth 33,134.66 Crores and was oversubscribed around 106.06 times (i.e., around 85.20 times in Retail Individual Investor (RII), 125.81 times in the Qualified Institutional Buyer (QIB), 80.58 times in the Non-Institutional Investor (Nil) category) and 96.65 times in the Employees.

Pursuant to the Initial Public Offer, the equity shares of the Company were listed in the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) on July 07, 2023. Your Company confirms that it has paid the Annual Listing Fees for the FY 2024-25 to BSE and NSE.

Your Board would like to thank the merchant bankers - JM Financial Limited, IIFL Securities Limited and JM Financial Services Limited and legal counsels involved with the IPO Shardul Amarchand Mangaldas & Co. for helping the Company achieving successful IPO and listing.

Your Board would also like to thank the regulatory authorities like SEBI, MCA and ROC for enabling the Company to take its equity story to the public market. Further your Board extends their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company & its management.

7. SHARE CAPITAL

Authorized Share Capital

During the year under review the Authorised Share Capital of the Company was INR 600,000,000/- (Rupees Sixty Crores only)

Issued, Subscribed, and Paid-up Share Capital

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 31/03/2023	-	Equity shares	21,337,564	10/-
2.	Employee Stock Option Scheme, 2018	13/05/2023	Equity Shares	671,446	10/-
3.	Private Placement	07/06/2023	Equity Shares	892,857	10/-
4.	Conversion of Preference Shares	14/06/2023	Equity shares	15,196,692	10/-
5.	Issuance of Equity Shares in the IPO of the Company	05/07/2023	Equity Shares	3,558,940	10/-
6.	Allotment of Equity Shares under Employee Stock Option Scheme, 2018	03/10/2023	Equity Shares	141,302	10/-
7.	Allotment of Equity Shares under Employee Stock Option Scheme, 2018	20/10/2023	Equity shares	403,410	10/-
8.	Allotment of Equity Shares under Employee Stock Option Scheme, 2018	18/12/2023	Equity Shares	660,507	10/-
9.	Allotment of Equity Shares under Employee Stock Option Scheme, 2018	02/02/2024	Equity Shares	9,492	10/-
10.	At the end of the year, i.e. as on 31/03/2024	-	Equity Shares	42,885,322	10/-

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The Company has not granted any loans or made any investment or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act during the financial year ended March 31, 2024.

9. PUBLIC DEPOSITS

The Company did not invite or accept deposits covered under Chapter V of the Companies Act, 2013 and there are no deposits outstanding with the Company.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES

During the year under review, your Company has a Wholly Owned Subsidiary in the USA, namely, ideaForge Technology Inc. which is engaged in the business of marketing products and services of UAVs of the Company. Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of a Companys subsidiary is enclosed as Annexure- G in the Form AOC-1, forming part of this report. The Company does not have any Joint Venture or an Associate Company.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review:

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

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

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

12. MANAGEMENT DISCUSSION AND ANALYSIS

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

13. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

The Securities and Exchange Board of India (SEBI), through a notification dated May 5, 2021, made certain amendments to the SEBI Listing Regulations. One of the key changes is the requirement to submit a Business Responsibility and Sustainability Report (BRSR) instead of the existing Business Responsibility Report. Furthermore, a circular also mandates the top 1,000 listed companies (by market capitalization) to comply from FY 2023-24 onwards. The Company has prepared the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2024, in accordance with the format prescribed in the SEBI Circular.

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

The Business Responsibility & Sustainability Report for the year under review, as stipulated under Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from a social and governance perspective, forms an integral part of the Annual Report.

14. RISK MANAGEMENT POLICY

In line with the regulatory requirement, your Company has framed Risk Management Policy to identify, analysis and prioritize risk, develop risk mitigation plan and reporting on the risk environment of the Company. Your Company continuously evaluates and monitors the various internal and external risks surrounding its business environment and seeks to mitigate and minimize any challenges or adverse impact on its business objective. Recommendations/ Observations of the Risk Management Committee are taken to the Board. The Committee and the Board review the Risk Assessment procedures periodically to ensure that risks including Information technology and Cyber Security risks are controlled/mitigated by the management.

During the period under review, the management identified and assessed strategic/technology, operational/business, industry/regulatory, financial/legal and environment/ governance risks and opportunities. Risk treatment actions were defined in order to reach acceptable risk levels at each stage. The risks were reviewed by the Risk Management Committee during the year and taken note of by the Board of Directors.

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

1. The Company has allotted 892,857 equity shares of INR 10/- each issued at the price of INR 672/- per share on a Private Placement basis;

2. The Company has allotted 15,196,692 equity shares of INR 10/- each upon conversion of 67,242 Compulsorily Convertible Cumulative Preference Shares (CCPs); and

3. The Company listed its equity shares on National Stock Exchange of India Limited and BSE Limited on July 07, 2023.

Other than as disclosed in the financial statements, the Directors of your Company are not aware of any other matters or circumstances that have arisen since the end of the financial year which have significantly affected or may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in subsequent years.

There have been no material changes or commitments, if any, affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes to integrate social and environmental concerns in its business operations and interactions with its stakeholders. It has always worked toward building trust with all its stakeholders based on the principles of good corporate governance, integrity, equity, transparency, fairness, disclosure, accountability, and commitment to values. The Company will work towards leveraging its expertise for various social causes and encourage its employees to volunteer for the CSR program of the Company. Your Company has well defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act 2013. Your Company discharges its Corporate Social Responsibility obligations through registered Implementing Agencies by supporting projects like education for the girl children, empowering womens, eradication of poverty, skill development and others as prescribed under Schedule VII of the Companies Act, 2013.

A brief outline of the CSR philosophy salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2023-24 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 to this Report and the CSR Policy can be accessed using the link https://ideaforgetech.com/ investor-relations/corporate-social-responsibilitv.

17. ETHICAL BUSINESS PRACTICE AND GOVERNANCE

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

ideaForges Ethics and Compliance programme focuses on ideaForges commitment to integrity and legal compliance across the organisation. The programme serves as a toolkit supporting ideaForge in conducting its business in compliance with laws, regulations and ethical standards and ensuring that the Company has adequate procedures in place to prevent it from taking part in any unethical business activities.

18. HUMAN RESOURCES/ INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED

People are our biggest asset, and the Company is invested in the holistic development, health and well-being of our employees. The Company has been providing continuous skill upgradation and learning opportunities through structured training programmes, career discussions and individual development plans.

The Company had 413 employees as of March 31, 2024.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure - F.

19. EMPLOYEE STOCK OPTION SCHEME AND SHARE BASED EMPLOYEE BENEFITS

Your Company grants Employee Stock Option that would enable the employees to share the value they create for the Company in the years to come. Accordingly, pursuant to the approval of the Board and the members of the Company and in terms of the provisions of applicable laws, your Company has duly implemented Employee Stock Option Scheme -2018 (ESOPs, 2018). The Nomination and Remuneration Committee is entrusted with the responsibility of administering the ESOPs, 2018.

During the year under review, subsequent to the Initial Public Offering (IPO) of its equity shares, your Company amended the ESOPs, 2018 Scheme by passing special resolutions via Postal Ballot on November 01, 2023, to meet regulatory requirements mandated by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").

The applicable disclosures as stipulated under Regulation 14 of SEBI SBEB Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company and weblink for the same is https://ideaforgetech.com/investor-relations/ shareholding-information

A certificate from M/s. S. N, Ananthasubramanian & Co., Company Secretaries, the Secretarial Auditors of the Company, confirming that the aforesaid schemes have been implemented in accordance with the SEBI SBEB Regulations, will be open for inspection at the ensuing 17th Annual General Meeting.

20. CORPORATE GOVERNANCE

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

Your Company has complied with the Corporate Governance requirements under the Act, and as stipulated under the SEBI Listing Regulations. A separate section on Corporate Governance under the SEBI Listing Regulations, along with the certificate from the Practicing Company Secretary confirming the compliance, is enclosed as Annexure - D of this report.

21. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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, offer himself for re-appointment. The brief resumes and other disclosures relating to the Director who is proposed to be re-appointed, as required to be disclosed pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in the Annexure - A to the Notice of the 17th Annual General Meeting.

The details of Board and Committes 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.

The Board, on the recommendation of Nomination & Remuneration Committee and subject to approval of the Members at the ensuing 17th AGM of the Company, appointed/re-appointed following Directors:

a) Mr. Ankit Mehta (DIN: 02108289), Whole-time Director of the Company is proposed to be re-appointed as Whole-time Director of the Company w.e.f. November 15, 2024, for a period of 5 years. His office shall be liable to retire by rotation and his re-appointment is subject to the approval of the Members in ensuing Annual General Meeting (AGM").

b) Mr. Rahul Singh (DIN: 02106568), Whole-time Director of the Company, is proposed to be reappointed as Whole-time Director of the Company w.e.f. November 15, 2024, for a period of 5 years. His office shall be liable to retire by rotation and his re-appointment is subject to the approval of the Members in ensuing Annual General Meeting (AGM").

c) Mr. Ashish Bhat (DIN: 02480920), Whole-time Director of the Company, is proposed to be re-appointed as Whole-time Director of the Company w.e.f. November 15, 2024, for a period of 5 years. His office shall be liable to retire by rotation and his re-appointment is subject to the approval of the Members in the ensuing AGM.

d) Continuation of term of appointment of Mr. Ganapathy Subramaniam (DIN: 00019891) as Non-Executive and Non-Independent Director.

(e) Mr. Nilesh Jaywant, Senior Manager - Legal and Compliances was appointed as Key Managerial Personnel via Board Resolution dated May 14, 2024, based on the recommendation of the Nomination & Remuneration Committee.

Declaration of independence

The Company has received necessary declaration from each Independent Director of the Company stating that:

(i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and

(ii) as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specified under Schedule V of the Listing Regulations and are independent of the management.

The Board of Directors are of the opinion that Mr. Srikanth Velamakanni, Ms. Sutapa Banerjee and Mr. Vikas Balia, Independent Directors of the Company meet the necessary criteria for continuing as Independent Directors of the Company., Further, Mr. Srikanth Velamakanni and Mr. Vikas Balia has successfully qualified the Online Proficiency Self-Assessment Test for Independent Directors Databank on February 20, 2023, and April 28, 2020, respectively. Ms. Sutapa Banerjee is not required to pass the Online Proficiency Self- Assessment Test. The above test is conducted by the Institute notified under sub-section (1) of Section 150 of the Act.

22. ANNUAL EVALUATION

The Company follows a structured assessment process for evaluation of performance of the Board, Committees of the Board and individual performance of each Director including the Chairman based on the criteria approved by the Nomination and Remuneration Committee.

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

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

For the year ended March 31, 2024, evaluations of the Board, Committees, and Individual Directors were conducted through the Automated tool, and questionnaires containing various performance evaluation criteria were uploaded on it. All the Directors have completed their annual evaluation using the tool, and a summary report of feedback generated from the tool was sent to the Chairman of the Board and NRC Committee.

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

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

Details in respect of adequacy of internal financial controls with reference to the financial statement are given in the Managements Discussion and Analysis, which forms part of the Annual Report.

Internal Audit: The objective of the internal audit is to improve the effectiveness of supervising obligation of the Board. Internal audit aims at ensuring that the Companys operations are efficient, information is adequate and reliable and that set policies and procedures are properly followed by the organisation. The internal audit function reports to the Audit Committee. The Audit Committee approves the Annual Internal Audit Plan. The implementation of the action plan is followed up periodically by the line management and reviewed by Internal Audit function.

24. ANNUAL RETURN

As required under Section 92(3) of the Act, the Company has placed a copy of the Annual Return on its website and the same is available in the Investors Section on the Companys website at the link given below. The Annual Return for the year would be updated once the same is filed with the Registrar of Companies in due course.

https://ideaforgetech.com/investor-relations/annual-report.

25. NOMINATION AND REMUNERATION POLICY

The Board has framed and adopted a Nomination and Remuneration Policy ("NRC Policy") in terms of Section 178 of the Act and SEBI Listing Regulations. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act and SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

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.

26. 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 Transaction 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.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

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

Related Party disclosures as per Ind AS 24 have been provided in Notes to accounts annexed to the 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

27. 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 state of 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.

28. AUDITORS AND THEIR REPORT

Statutory Auditor

The members at the 11th Annual General Meeting had appointed B S R & Co. LLP, Chartered Accountant, Mumbai (Firm Registration No: 101248W/W-100022) as the Statutory Auditors of the Company for a period of five years, from the conclusion of the 11 th Annual General Meeting until the conclusion of the 16th Annual General Meeting of the Company.

The Board of Directors based on the recommendation of the Audit Committee, proposed the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No: 101248W/W-100022) as the Statutory Auditors of the Company for a further period of five years, from the conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting of the Company to be held in the calendar year 2028*. M/s B S R & Co. LLP have confirmed that they satisfy the Independence criteria required under the Act and Code of Ethics issued by the Institute of Chartered Accountants of India and also confirm that they are eligible to be re-appointed and that they have not been disqualified in any manner from continuing as Statutory Auditor.

*The Audit Committee and Board of Directors have approved the additional agenda item on July 06, 2024 and hence the draft Notice of AGM was revised and the same was approved by the Board of Directors.

*Piease refer to the resolution no. 3 and explanatory statement no. 3 of the Notice of AGM.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

The Statutory Auditors Report for FY 2023-24 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the Financial Statements in this Annual Report.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 and Regulation 24A of the SEBI LODR Regulations, your Company has appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2023-24 Secretarial Audit Reports of the Company in the prescribed Form No. MR-3 is attached as Annexure - B forming part of this Report.

The Secretarial Compliance Report for the financial year ended March 31, 2024, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI Listing Regulations has been filled with the Stock Exchange within stipulated time period and is enclosed here as Annexure - C.

The Certificate issued by M/s. S. N. Ananthasubramanian & Co., Company Secretaries confirming compliance with conditions of Corporate Governance as stipulated under Part E of Schedule V of the SEBI Listing Regulations, for FY 2023-2024 is enclosed to the Corporate Governance Report, which forms part of this Annual Report.

The Secretarial Audit Report of your Company does not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s. Ananthasubramanian & Co., Company Secretaries as the Secretarial Auditor of the Company for the FY 2024-25.

Internal Auditors

M/s. GMJ & Co., Chartered Accountants, was appointed as Internal Auditors of the Company for FY 2023-24. The reports submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time.

Further, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s. GMJ & Co, Chartered Accountants as the Internal Auditor of the Company for the FY 2024-25.

29. SECRETARIAL STANDARDS

Your Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

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

Information pursuant to the provisions of Section 134 of the Companies Act, 2013 and the rules framed thereunder, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure - E.

31. VIGIL MECHANISM

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

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

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

Your Company believes in providing a safe and free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including the constitution of the Internal Committee. The Company has in framed "Prevention of Sexual Harassment at Workplace Policy" which is available on the Company website https:// ideaforgetech.com/uploads/Other/POSHPolicy.pdf

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

33. OTHER DISCLOSURES

During the year under review, the Company has:

a. not made any application and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

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

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

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

e. no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

34. APPRECIATION AND ACKNOWLEDGEMENT

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

	FOR AND ON BEHALF OF THE BOARD
	ANKIT MEHTA	RAHUL SINGH
Place: Mumbai	CEO & Whole-time Director	Whole-time Director & VP-Engineering
Dated: May 14, 2024	DIN: 02108289	DIN: 02106568