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Indo-MIM Ltd Directors Report

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Indo-MIM Ltd Share Price directors Report

Dear Members

Your directors have pleasure in presenting this 29th Annual Report of INDO-MIM Limited (formerly known as INDO-MIM Private Limited) ("Company") together with Audited Financial Statements for the financial year ended 31st March 2025.

The Performance of the Company in 2024-25 on standalone basis is as follows-

• FINANCIAL PERFORMANCE

(Amounts in INR mi

, unless otherwise stated)

Particulars

For the Year ended March 2025 For the Year ended March 2024 % Change

Gross Revenue

28,338.46 24,383.81 16.22%

Interest

868.15 783.88 10.37%

Depreciation

1,504.70 1,305.39 15.27%

Profit / (Loss) Before Taxes (PBT)

5,449.50 4,222.81 29.05%

Profit / (Loss) After Taxes (PAT)

4,035.16 2,882.90 39.97%

Earnings Per Share (Basic)

8.37 5.99 39.73%

Earnings Per Share (Diluted)

8.19 5.99 36.73%

PBT/Gross revenue %

19.23 17.32 11.03%

PAT/ Gross revenue %

14.24 11.82 20.47%

(Previous years figures are rounded up to nearest two decima necessary).

s and are regrouped wherever

• OPERATIONS & OUTLOOK

• The topline grew by 16.22% in FY 25 over FY 24.

• The PBT grew by 29.05% in FY 25 over FY 24.

• The PAT went up by 39.97% in FY 25 over FY 24.

• PBT % to Gross Revenue went up to 19.23% in FY 25 Vs 17.32% in FY 24.

• PAT % to Gross Revenue went up to 14.24% in FY 25 Vs 11.82% in FY 24.

• CAPITAL STRUCTURE:

There is no change in Capital structure of the Company during FY 25. Authorized, Issued remains at Rs. 60,00,00,000/- and Subscribed and Paid-Up capital remain at Rs. 48,20,30,772 as on 31st March 2025.

• CHANGE IN PROMOTERS SHAREHOLDING:

There is no change in the Promoters Shareholding of the Company during FY 25. Details of Promoters Shareholding as on 31st March 2024 and as on 31st March 2025 is as under:

As on 31-03-2024

As on 31-03-2025

Name of Promoters

No of Shares of Re. 1/- each

% of Holding to the total No of Share of Re. 1/- each % of Holding to the total

Krishna Chivukula

9,94,735

0.21% 9,94,735 0.21%

Krishna Chivukula Jr.

0

0 0 0

Jagadamba

56,10,120

1.16% 56,10,120 1.16%

Chandrasekhar

Raj Chivukula

0

0

0 0

Green Meadows Investments Ltd

43,78,86,732

90.84%

43,78,86,732 90.84%

Total Promoters

44,44,91,587

92.21%

44,44,91,587 92.21%

Total Others

3,75,39,185

7.79 %

3,75,39,185 7.79 %

Grand Total

48,20,30,772

100%

48,20,30,772 100%

• DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS APPOINTED / RESIGNED:

Mr. Roger William Bradley (DIN 10751266) was appointed as Independent Director of the Company at Board meeting held on 16th April 2025 and is regularized at Shareholders Meeting held on 15th May 2025. The List of Directors, Key Managerial Personnel of the Company as on date of this report is as under.

Sl. No.

Name Designation Appointment/ Reappointment Date

1

Krishna Chivukula DIN : 01625119 Chairman and Managing Director 12/04/1996

2

Jagadamba Chandrasekhar DIN : 01711450 Non-executive Director 30/09/2004

3

Raj Chivukula DIN : 02484081 Non-executive Director 30/09/2004

4

Krishna Chivukula Jr. DIN : 02483835 CEO And Whole Time Director 30/09/2004

5

Meera Shankar DIN: 06374957 Independent Director 30/03/2024

6

Rajni Anil Mishra DIN: 08386001 Independent Director 30/03/2024

7

Sujitha Karnad DIN: 07787485 Independent Director 30/03/2024

8

Roger William Bradley DIN: 10751266 Independent Director 16/04/2025

9

P Balasubramanian CFO 30/03/2024

10

Santosh Dash Company Secretary & Compliance Officer 14/12/2017

• SECRETARIAL STANDARDS

The Company has followed all applicable mandatory Secretarial Standards. Non-mandatory standards are being followed on best effort basis as a matter of best practice.

• TRANSFER TO RESERVES:

During year under Report, the Company has not transferred any amount to Reserves Account as there is no mandatory requirement in this regard.

• DIVIDEND:

During the financial year 2024-25, the Board of Directors declared and paid the following interim dividends to the shareholders of the Company as follows:

• First Interim Dividend of Rs. 2.00 per equity share (200% on the face value of ?1.00 per share);

• Second Interim Dividend of Rs. 1.74 per equity share (174% on the face value of ?1.00 per share); and

• Third Interim Dividend of Rs. 2.17 per equity share (217% on the face value of ?1.00 per share).

The Board has not recommended any final dividend for FY 25 for consideration and approval of the Members of the Company. Thus, the total interim dividends of INR 5.91 per equity share already paid to shareholders shall be deemed and confirmed as the final dividend for FY 25.

• STATUTORY AUDITORS:

P. Murali & Co Chartered Accountants (Firm Registration No. 007257S) were appointed as Statutory auditor of the company at 26th Annual General Meeting held on 30th September 2022 to hold office from the conclusion of 26th Annual General Meeting till the conclusion of 31st Annual General Meeting of the Company. However, P. Murali & Co, Chartered Accountants, has tendered their resignation on 18th March 2025.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Suri and Co., Chartered Accountants, with Firm Regn No. 004283S as the Statutory Auditors of the Company at Shareholders meeting held on 15th May 2025 for FY 25 to hold office from the date of appointment by the Board till the conclusion of the upcoming annual general meeting of the Company.

The Audit Committee and Board of Directors at their meeting held on 28th August 2025 have approved the reappointment of M/s. Suri & Co as Statutory Auditors of the Company for Five years from FY 26 till FY 30 and have recommended the same for the approval of the Shareholders at upcoming Annual General Meeting.

The Statutory Auditors, M/s. Suri & Co, have provided necessary consent and eligibility certificate as required under the Companies Act, 2013 and Code of Ethics issued by the Institute of Chartered Accountants of India.

The Auditors Report contains certain qualifications, reservation and adverse remarks. The management response to the same is appended below.

Auditors comment

Management response

Based on our examination, which included test checks, the company has used accounting software for maintaining its books of account for the financial year ended March 31,2025 which has a feature of recording audit trail (edit log) functionality and the same has operated throughout the year for all relevant transactions recorded except for instances below:

Our current version of the software does not have the feature indicated in (a) below. We will enable (b) below with immediate effect. Since this feature can impact the response time of the system, we had not enabled it. Now that Auditors have commented about it, we will enable it.

a. The audit trail was not enabled at the database level to log any direct changes for the accounting software used for maintaining the books of account.

The inventory system referred in (c) is a production system which tracks lot of production and quality related information. One of the outputs of the system is daily production quantity which information is fed into ERP from where inventory details are taken. Hence, lack of audit feature in this software is not affecting the inventory quantity or value in any way.

b. The feature of recording of audit trial facility was not enabled for certain masters such as chart of accounts and inventory master.

c. Inventory software does not have the feature of recording of audit trial and consequently, we are unable to comment on the audit trial of the said software

• COST RECORD AND AUDIT:

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with Rules made thereunder, the Company is maintaining adequate cost records for the products covered in such Rules. But the Company is not required to have Cost Audit in terms of exemption granted by such Rule due to having more than 75% export turnover.

However, for good corporate governance, Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Jayaram & Associates, Cost Accountants, with Firm Regn No. 101077, as the Cost Auditor of the company on 29th November 2024 for FY 25.

• SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rules made thereunder, the board has appointed M/s. SNM & Associates, Practicing Company Secretary, Bangalore with Certificate of Practice No. 4684 as its secretarial auditor to undertake the secretarial audit for FY 25 of the company. Secretarial Audit Report and management clarification on qualification, reservation and adverse remarks, wherever applicable forms part of this Report and is attached as Annexure-8.

• AUDIT COMMITTEE:

The composition, role, terms of reference as well as powers of the Audit Committee are in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.

The Audit Committee meeting was held 4 times during FY 25 i.e., on 25th July 2024, 02nd September 2024, 28th November 2024, and 22nd March 2025.

During the year, the composition of the Audit Committee was reconstituted as under and Attendance of Members during FY 25 is as under:

• Mrs. Rajni Anil Mishra was appointed as Chairperson of the Audit Committee in place of Mrs. Sujitha Karnad on 29th November 2024.

• Mr. Roger William Bradley was appointed as a Member of the Audit Committee on 29th April 2025.

Composition of Audit Committee as on the date of this Report:

Name

Position in the Committee Designation No. of Meetings attended FY 25

Mrs. Rajni Anil Mishra

Chairperson Independent Director 4/4

Mr. Krishna Chivukula

Member Chairman & MD - Executive 3/4

Mr. Krishna Chivukula Jr.

Member WTD & CEO - Executive 3/4

Mrs. Sujitha Karnad

Member Independent Director 4/4

Mrs. Meera Shankar

Member Independent Director 4/4

Mr. Roger William Bradley

Member Independent Director NA

• NOMINATION AND REMUNERATION COMMITTEE:

In compliance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013, read with Rules made thereunder, the Board has approved the constitution of the "Nomination and Remuneration Committee" at its meeting held on March 30, 2024.

The Nomination and Remuneration Committee meeting was held 2 times during FY 25 i.e., on 02nd September 2024 and 28th November 2024. Copy of Nomination and Remuneration policy is available on the website of the company under Invertor tab at www.indo-mim.com.

Composition Nomination and remuneration Committee as on the date of this Report and Attendance of Members during FY 25 is as under:

Name

Position on the Committee Designation No. of Meetings attended FY 25

Mrs. Sujitha Karnad

Chairperson Independent Director 2/2

Mrs. Rajni Anil Mishra

Member Independent Director 2/2

Mrs. Meera Shankar

Member Independent Director 2/2

• STAKEHOLDERS RELATIONSHIP COMMITTEE:

In compliance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013, read with Rules made thereunder, the Board has approved the constitution of the "Stakeholders Relationship Committee" at its meeting held on March 30, 2024.

The Stakeholders Relationship Committee meeting was held 1 time during FY 25 i.e., on 22nd March 2025.

Mr. Krishna Chivukula has ceased to be a member of Stakeholders Relationship Committee on 29th April 2025.

Composition of Stakeholders Relationship Committee as on the date of this report and Attendance of Members during FY 25 is as under:

Name

Position in the Committee Designation No. of Meetings attended FY 25

Mrs. Meera Shankar

Chairperson Independent Director 1/1

Mr. Krishna Chivukula Jr.

Member WTD & CEO - Executive 1/1

Mrs. Rajni Anil Mishra

Member Independent Director 1/1

• RISK MANAGEMENT COMMITTEE:

In compliance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board has approved the constitution of the "the "Risk Management Committee" at its meeting held on March 30, 2024.

The Risk Management Committee meeting was held 2 times during FY 25 i.e., on 21st February 2025 and 22nd March 2025.

During the year, the composition of the Risk Management Committee was reconstituted as under:

• Mr. Krishna Chivukula has ceased to be a member of Risk Management Committee on 29th April 2025.

• Mrs. Sujitha Karnad was appointed as Chairperson of the Risk Management Committee in place of Mrs. Rajni Anil Mishra on 13th March 2025.

Composition of Risk Management Committee as on the date of this report and Attendance of Members during FY 25 is as under:

Name

Position in the Committee Designation No. of Meetings attended FY 25

Mrs. Sujitha Karnad

Chairperson Independent Director 2/2

Mr. Krishna Chivukula Jr.

Member WTD & CEO - Executive 2/2

Mrs. Rajni Anil Mishra

Member Independent Director 2/2

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the year, the composition of the Corporate Social Responsibility Committee was reconstituted as under:

• Mr. Krishna Chivukula has ceased to be a member of Corporate Social Responsibility Committee on 29th April 2025.

• Mrs. Rajni Anil Mishra has ceased to be a member of Corporate Social Responsibility Committee on 29th April 2025.

• Mr. Roger William Bradley was appointed as a Member of the CSR Committee on 29th April 2025.

The Corporate Social Responsibility Committee meeting was held 1 time during FY 25 i.e., on 25 July 2024.

Composition of Corporate Social Responsibility Committee as of the date of this report and Attendance of Members during FY 25 is as under:

Name of the Member

Position in the Committee Designation No. of Meetings attended FY 25

Mrs. Meera Shankar

Chairperson Independent Director 1/1

Mrs. Sujitha Karnad

Member Independent Director 1/1

Mr. Krishna Chivukula Jr.

Member WTD & CEO - Executive 1/1

Mr. Roger William Bradley

Member Independent Director NA

• INITIAL PUBLIC OFFER ("IPO") COMMITTEE:

For the purpose of giving effect to the proposed initial public offering of equity shares of the Company through an offer for sale and or fresh issue of Equity Shares (" IPO"), and listing of the Equity Shares on one or more of the stock exchanges, a committee of the Board and Senior Executives of the Company named the "IPO Committee" was formed by the Board at its meeting held on March 30, 2024 with following members:

Name

Position in the Committee Designation

Mr. Krishna Chivukula

Member Chairman & MD - Executive

Mr. Krishna Chivukula Jr.

Member WTD & CEO - Executive

Mr. P. Balasubramanian

Member CFO

Mr. K R Shyam Ballal

Member GM - Finance

Mr. Santosh Kumar Dash

Member Company Secretary

• INTERNAL AUDITORS

The Company has appointed Mr. Bipin Kumar Jha, Chartered Accountant by profession, as Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013. He continues to hold office during FY 25. The Company also has additionally appointed M/s. Kayess Square Consulting Private Limited as Internal Audit Service Provider for the year 2024-25.

• ESTABLISHMENT OF VIGIL MECHANISM:

The Company has established Vigil Mechanism in accordance with the requirement of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. Copy of Vigil Mechanism Policy is available in company website at https://www.indo-mim.com under investor column.

The number of complaints received during FY 25 is NIL.

• FAMILIARISATION PROGRAM FOR BOARD MEMBERS

The familiarisation program aims at making the Independent Directors familiar with the businesses, operations and amendments in roles and responsibilities of directors through various structured familiarisation programs. The Company provides updates from time to time to keep the Board updated on business operation, and on their roles and responsibilities.

• DISCLOSURE UNDER SEC 134(3):

Pursuant to Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rule, 2014, the Board hereby state as under -

• ANNUAL RETURN U/S 92(3):

Annual Return is available in company website https://www.indo-mim.com with weblink https://www.indo-mim.com/annual-report/.

• DETAILS OF BOARD AND COMMITTEE MEETINGS:

The details of Board and Committee Meetings as held during FY 25 is as under:

Board Meetings held during FY 25

Date of meeting/ Name of the Director

26/07/2024 03/09/2024 29/11/2024 05/02/2025 14/02/2025 Total

Mr. Krishna Chivukula

Y Y Y Y Y 5

Mrs. Jagadamba Chandrasekhar

Y Y Y Y Y 5

Mr. Krishna Chivukula Jr.

Y Y Y Y Y 5

Mr. Raj Chivukula

- - Y Y Y 3

Mrs. Meera Shankar

Y Y Y Y Y 5

Mrs. Sujitha Karnad

Y Y Y Y Y 5

Mrs. Rajni Anil Mishra

Y Y Y Y Y 5

Mr. Roger William Bradley

N.A N.A N.A N.A N.A N.A

Note: Mr. Roger William Bradley was appointed as an Independent Director of the Company at Board Meeting held on 16th April 2025.

• DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to Section 134(5) of the Companies Act 2013, the Directors confirm that:

a) In the preparation of the annual accounts, applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management discussion and Analysis forms part of this Report as Annexure - 3.

• INDEPENDENT DIRECTOR DECLARATION U/S 149(6):

As on the date of this Report, the Company has four independent directors in its Board. The Company has received necessary declaration from all Independent Director pursuant to Section 149 of the Companies Act, 2013.

• POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION U/S 178:

The Nomination and Remuneration Committee ("NRC") and the Company is in the process of formulating the policy as required under Section 178(4) of the Companies Act, 2013.

• EXPLANATIONS ON QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY / SECRETARIAL AUDITOR:

There is no qualifications, reservations, adverse remark or disclaimer in Secretarial Auditor Report. Statutory auditor has certain observation and the Management response to those observations are included in this Report.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186:

Particulars of Loans, Guarantees and Investments are as disclosed in Financial Statements of the Company for the Year ended 31-03-2025.

• PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) IN PRESCRIBED FORM AOC-2:

The details of contracts/arrangements with Related Parties in AOC-2 are enclosed as Annexure - 5.

• MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT:

• ACQUISITION OF 100% EQUITY STAKE IN PHOENIX DEVENTURES II INC, USA.

The Company has acquired 100% equity stake in Phoenix DeVentures II Inc, USA ("PDV") a USA Company which is into medical device prototype manufacturing and design) during May, 2025.

• DETAILS OF SUBSIDIARIES AND ASSOCIATES:

As on the date of the report, the company has Four wholly owned subsidiaries, namely

(1) INDO-MIM INC, USA

(2) TRIAX Industries LLC, USA

(3) Conway Marsh Garrett Technologies Limited, UK and

(4) Phoenix Deventures II INC, USA

There are no non-operating subsidiaries of the company as on date.

INDO-MIM MEXICO, S. DE R. L. DE C. V. continues to be our associate company by virtue of 49% equity stake owned by INDO-MIM INC, USA.

The Company is compliant with the rules of maximum layer of subsidiaries as per the provisions of the Companies Act, 2013 read with Rules made thereunder.

• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy

The company continues its focus on energy conservation in all its operations. The effort is twofold - Adoption of more efficient production process and switching to latest energy efficient options. On both these fronts, we have done commendable work during FY 25 as detailed below:

IC/MC Plant

1. 269 KL of RO water was recycled from the wastewater generated from water jet blasting machine and used for cooling tower in FY 25.

2. Replacement of Fettling conventional Air Compressor with energy efficient VFD driven Air Compressor leading to 60% reduction thereby saving 86000 units of electricity annually resulting in a savings of INR 7.56 Lakhs.

3. Replacement of conventional starter with VFD for Cooling Tower fan motor and controlling the fan RPM w.r.t the water temperature requirement leading to 72% reduction in Energy consumption thereby savings 12000 units annually resulting in a saving of INR 1.06 Lakhs.

4. Horizontal deployment of green power purchase for MC plant with 53% of MC plants total energy consumption at 70% solar power settlement.

MIM Plant

1. Reducing the power consumption of Air Handling Unit by replacing conventional blower type by EC fans. EC fan with single phase power supply with variable load installed for 11 Air Handing units. Reduced power consumption from 94000KWH to 28000 KWH per month. Annualized savings around INR 29 Lakhs.

2. Reduction of power cost by VFD conversion for 100hp Compressor. Power consumption for one Compressor 54000KWH reduced to 32245KWH/Month. Annualized savings around INR 17 Lakhs.

3. Reduction of power consumption by installing Solar streetlights. Consumption avoided 1971 KWH per year. CO2 emission eliminated around 1.6ton/year.

4. Conservation of Electric energy in Debinding process by reducing the heating time. (Preheater is installed near TCE storage tank). We reduced 14 KWH/cycle of energy consumption. We reduced consumption of 4900 KWH per month and annualized savings is around INR 4 Lakh.

5. Conservation of Electric energy in Sintering process by reducing the Avg Cycle time from 23 Hrs to 19 Hrs. We reduced 10% of power consumption.

(ii) the steps taken by the company for utilising alternate sources of energy;

The company is environmentally conscious and hence continues to increase the percentage of renewable energy consumption year-on-year. Since the company does not have its own renewable energy generation, it purchases renewable energy from third party sources. The result of our efforts on this front in FY 25 is indicated here below:

Sl NO

Particulars

HSK

DBP

Tirupati

Total

FY 25 FY 24 FY 25 FY 24 FY 25 FY 24 FY 25 FY 24

1

Total energy Consumption in KWH (In Lakhs) 111.73 97.70 671.71 596.88 181.74 172.04 965.18 866.62

2

Energy procured from Green Source (Solar, Wind & Hydro) in KWH (In Lakhs) 106.91 90.90 651.28 569.80 33.42 33.29 791.61 693.99

3

% of Green Energy to total energy consumed (Solar, Wind & Hydro power) 96% 93% 97% 95% 18% 19% 82% 80%

(iii) the capital investment on energy conservation equipment:

We have not made any specific investment for the sake of energy conservation. However, we have adopted new and improved methods and have also replaced old energy inefficient equipment with better energy efficient equipment as this is a part of our continuous improvement projects. However, we have not quantified the investments made separately as these investments we made mainly to derive better efficiency in the process which incidentally resulted in energy conservation also.

(B) Technology absorption-

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

The company is a technical solution provider to its customers and hence has to continuously evolve on the technology front to offer better and better solution to the customers.

All our efforts on this front are geared towards offering better products to our customer and optimal cost.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable as no new technology was imported during the year.

(a) the details of technology imported; NA

(b) the year of import; NA

(c) whether the technology been fully absorbed; NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

NA

(iv) the expenditure incurred on Research and Development.

Revenue Expenditure - INR 19.236 million (Salary cost of R & D Staff).

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

• Foreign Exchange Earnings : INR 2,45,98.331/- Millions

• Foreign Exchange Outflow : INR 64,52.735/- Millions

• RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented Risk Management Policy for the Company.

• OTHER DISCLOSURES

Details of frauds reported by auditors under Sec 143(12): NIL

• DISCLOSURE UNDER COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014:

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS: NIL

The Company doesnt have any shares with differential voting rights, hence disclosure as required under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

B) ISSUE OF SWEAT EQUITY SHARES:

During year under report, the Company has not issued any Sweat Equity Shares, hence disclosure as required under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

C) ISSUE OF EMPLOYEE STOCK OPTIONS (ESOP):

During the period under report, the Company has Granted 10,973,000 equity options under the INDO-MIM - Employees Stock Option Plan, 2024 ("ESOP-2024").Disclosure as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for FY 25 is as under:

(a) options granted : 10,973,000 equity options

(b) options vested : NIL

(c) options exercised : NIL

(d) the total number of shares arising as a result of exercise of option : NIL

(e) options lapsed : 88,000

(f) the exercise price : Re 1/-

(g) variation of terms of options : NIL

(h) money realized by exercise of options : NIL

(i) total number of options in force : 10,885,000

(j) employee wise details of options granted to:

(i) key managerial personnel (KMP)

S. No.

Name of KMP Designation No. of options granted

1

P Balasubramanian CFO 60,000

2

Santosh Kumar Dash Company Secretary 50,000

(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year:

S. No.

Name of Employee No. of Total options granted

1

Sridhara Ramachandran 800,000

2

Kiran Kumar Devdas 600,000

(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant : NIL

D) PROVISION FOR PURCHASE OF ITS OWN SHARES: NIL

During year under report, the Company has not made any provision for purchase of its own shares by Employees or by Trustees for the benefit of Employees, hence disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

• DISCLOSURE UNDER COMPANIES (ACCOUNTS) RULES, 2014:

A) CHANGE TN THE NATURE OF BUSINESS: NIL

There is no change in the nature of Business during year under Report. The Company is keeping itself updated with changes in technology. At present, the Company has its presence in Metal Injection Molding (MIM), Ceramic Injection Molding (CIM), Investment Casting, Precision

Machining, Powder Manufacturing, 3D printing and trading. The company desires to venture into other allied and ancillary technologies in the days to come, either organically or by inorganic acquisition of other companies.

B) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

Changes in structure of Board of Directors and Key Managerial Personnel of the company is already disclosed in earlier portion of the Report.

C) COMPANIES WHICH HAVE BECOME/ CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During FY 25, the Company has not formed or acquired any company as subsidiary, associate and neither formed any Joint Venture Company.

The Company is compliant with the rules of maximum layer of subsidiaries as per the provisions of the Companies Act, 2013 read with Rules made thereunder.

• PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES DURING THE YEAR AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

During the year ended March 31, 2025, the financial performance of operating Subsidiaries is as under and further mentioned in AOC-1 as Annexure - 4 to this report:

Name of subsidiary

Currency Turnover Profit / (loss) before Tax

INDO-MIM INC*

USD 44,043,614 10,628,037

TRIAX Industries LLC

USD 19,749,744 (5,180,259)

CONWAY MARSH GARRETT TECHNOLOGIES LIMITED

GBP 3,573,409 (259,691)

*Numbers shown are on consolidated basis with its associate entity.

• DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT:

The Company has not accepted/ renewed any deposits, covered under Chapter V of the Act, during FY 25. There are no outstanding deposits payable by the Company as on 31/03/2025. Deposits transactions during the year are as under.

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the end of the year: NIL

(c) Default in repayment of deposits or interest thereon during the year: NIL

(d) Details of deposits which are not in compliance with the Chapter V of the Act: NIL

• DETAILS OF ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS, IMPACTING GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

No Orders were passed by Regulators, Courts, Tribunals etc. during FY 25 which will impact the Going Concern Status and future operation of the Company.

• ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

Annual Report on Corporate Social Responsibility (CSR) is placed in Annexure - 1 to this report.

• INTERNAL FINANCIAL CONTROL

The Directors have laid down adequate internal financial controls with reference to the Financial Statements and that such internal financial controls are operating effectively.

• COMPLIANCE OF SEXUAL HARASSMENT ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has formed Internal Complaint Committee under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaints was received during the financial year 2025.

• COMPLIANCE OF WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

• GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of Diversity, Equity, And Inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 3634 Female Employees: 77 Transgender Employees: NIL

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

• OTHER DISCLOSURES

(a) IBC ; There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

(b) Revaluation: There were no instances where the Company required the valuation for onetime settlement or while taking the loan from the Banks or Financial institutions, except the valuation of land and building which are mortgaged with lenders of certain term loans.

(c) The Company is in the process of carrying out Annual Evaluation of performance of the Board, its committee and of Individual Directors for FY 25.

• DISCLOSURE UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014:

PARTICULARS OF EMPLOYEES:

Details of Top Ten Employees in terms of remuneration drawn and details of Employees who, during FY 2025, drew remuneration of not less than Rs. 1 crore 2 lakhs per year or Rs. 8 Lakhs 50 thousand per month as required to be disclosed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is kept as Annexure - 7 and forms part of the report.

• CORPORATE GOVERNANCE:

The Company is a closely held unlisted public company. However, the Company adopts the principles and practices of good Corporate Governance to the extent feasible. A detailed report on Corporate Governance forms part of this Report as Annexure - 2.

• ACKNOWLEDGEMENTS

The Board expresses its gratitude and appreciation to Employees, Customers, Suppliers, Banks & Financial Institutions, Insurance Companies, other Business Associates, Promoters and Shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

KRISHNA CHIVUKULA

KRISHNA CHIVUKULA JR.

Chairman and

Whole time Director & CEO

Managing Director

(DIN 02483835)

(DIN 01625119)

Date: 28-8-2025

Date: 28-8-2025

Place: Warsaw, Poland

Place: Florida, USA

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