To
The Members
ideaForge Technology Private Limited
EL-146, TTC Industrial Area,
Electronic Zone, MIDC Mahape,
Navi Mumbai - 400710

Your directors have pleasure in presenting the 15th Annual Report of ideaForge Technology Private Limited (“the Company”) along with the audited financial statement for the year ended March 31, 2022.

FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

During the year under review, the company registered a profit of INR 6,118.31 lakh before tax for the year ended March 31, 2022. A summary of the financial performance of the Company for the financial year ended March 31, 2022 is given below:

The income from the operations during the year is INR 16,255.82 lakh and Net Profit is INR 5,485.23 lakh as against the income from the operation during the previous year of INR 3,493.17 lakh and Net Loss of the year is INR 1,428.61 lakh.


DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES

The Company do not propose to transfer any sum to any reserves.

DIVIDEND

After due consideration of the circumstances, your Board do not recommend any dividend for the year under review.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/ STATE OF COMPANY’S AFFAIR

ideaForge is a product-focused UAV systems company, developing drone solutions for mapping, security, and surveillance applications. ideaForge drones are generations ahead of other equipment manufacturers (OEMs), be it safety, reliability, autonomy, and performance. Our company is backed by well-reputed investors that include Infosys, Qualcomm, Celesta Capital & Florintree. Our UAVs compete with the best in the world and the company is committed to developing deep technology engineering skills in international markets to strengthen its larger interests.

It has completed over 260,000 missions and has over 20 patents. Built on a strong foundation of interdisciplinary engineering, our company endeavours to push the envelope of UAV technology and drive its adoption to help maximize our impact in enhancing productivity and security for our customers. What’s more? Our drones take off every six minutes in India for the security, surveillance, and mapping establishment of commercial users like the Army, Navy, Air Force, Border Security Force, Homeland Security, Coast Guards, National Security Guards, Fire and Forest Management Authorities, Adani Group, L&T, Indian Oil, Survey of India, Indian Railways, and so on. We are a vertically integrated organization with in-house R&D, design, software, manufacturing, services, and training operations, delivering world-class end-to-end solutions for an array of drone requirements. The Company is a design focused UAV manufacturer developing drone solutions for a variety of applications. Drones of the Company are generations ahead of other OEMs in terms of endurance and range. Built on a strong foundation of inter-disciplinary engineering, the Company delivers high-performance, safe and autonomous unmanned systems for enhancing productivity and security for our customers.

The Company is a global leader in UAV Technology manufacturing best in class Drones for defense and enterprise application under four categories Series UAV, Netra V Series UAV, Netra Pro UAV and Switch UAV. The Company has a consistent majority market share in Security & Surveillance segment. The Company is a licensed manufacturer of UAVs approved by Ministry of Defence (MoD).


MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The following material changes and commitment has occurred between the end of the financial year to which the financial statements relate and date of the report affecting the financial position of the Company:

In the board meeting held on April 28, 2022, 10,079 Compulsory Convertible Debentures have been converted into Series B Compulsory Convertible Preference Shares.
In the board meeting held on April 28, 2022, 8749 Series B1 Compulsory Convertible Preference Shares was allotted to Florintree Enterprise LLP and 1134 Series B1 Compulsory Convertible Preference Shares was allotted to Mr. Ganapathy Subramaniam on preferential basis.
Vide Circular Resolution No. 08/2022-23 passed on July 15, 2022, 9135 Series B1 Compulsory Convertible Preference Shares was allotted to Florintree Enterprise LLP on preferential basis.
In the board meeting held on August 22, 2022, approval was granted to invest in Compulsorily Convertible Debentures (CCDs) of NW Engineering Private Limited.
In the board meeting held on August 22, 2022, approval was granted to form a Wholly Owned Subsidiary in USA for the purpose of expansion of business and participating in the exhibitions in the USA.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or an Associate Company during the year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the constitution of the Board during the year under review.                        Mr. Ankit Mehta (DIN: 02108289), Mr. Ashish Bhat (DIN: 02480920) and Mr. Rahul Singh (DIN: 02106568), Whole Time Directors (WTD) are the Key Managerial Personnel in the Company.

The Company vide Extra Ordinary General Meeting held on April 28, 2022, has amended its Articles of Association and according to Article 2.1 (nn) of the Articles of Association, Mr. Vipul Joshi is no longer been identified as the Promoter of the Company effective from 28th April 2022. Mr. Vipul Joshi has been redesignated as Co-Founder and VP-Operations of the Company. Hence, post April 28, 2022, the Company has only three Promoters Mr. Ankit Mehta,           Mr. Rahul Singh, and Mr. Ashish Bhat and who all are also the Whole-time Directors of the Company .


DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149(4) of the Companies Act, 2013 pertaining to the appointment of Independent Directors is not applicable to the Company.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your directors’ state that during the year under review the Company has complied with all the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/ business policy and strategy. The Company follow the practice of sending the notice with detailed notes on each agenda item in advance of the meeting.

During the year under review, the Board met 7 times namely on April 15, 2021; May 21, 2021; July 09, 2021; August 13, 2021; September 08, 2021; October 27, 2021, January 05, 2022 and March 25, 2022. The maximum interval between any two meetings did not exceed 120 days. Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

DIRECTOR’S RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act, 2013 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:
in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with the proper explanation relating to material departures;
the Directors had 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 as on March 31, 2022 and of its profit and loss for the financial year ended on that date;
the Directors had 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;
the Director had prepared the annual accounts for the financial year 2021-22 on a ‘going concern’ basis; and
the Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

MAINTAINENCE OF COST RECORDS

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

CAPITAL STRUCTURE

The Company has not issued any kind of shares during the year review except 470 Equity Shares were issued to employees pursuant to ESOP Scheme, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013



There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure A”.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. The Board identified potential risk, assess their potential impact and takes timely action to mitigate the same. 

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company for the year under review. However, the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 have become applicable to the Company for FY 2022-23 and the Company shall duly comply with the same.


DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

During the year under review, no significant orders were passed by any of Regulators/ Courts/ Tribunals against the Company impacting the going concern status and Company’s operations in future.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company. Hence, disclosure pursuant to Section 177 (8) of the Companies Act, 2013 is not required.

VIGIL MECHANISM POLICY

The provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 is not applicable to the Company.

DEPOSITS

The Company has not accepted any deposits from the public and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

UNSECURED LOANS FROM DIRECTORS

During the year under review, the Company has borrowed unsecured loan from one of the Director of the Company. The said Director had given a declaration that the same was paid to the Company out of his own funds.

EXTRACT OF ANNUAL RETURN

The copy of Annual Return under sub section (3) of Section 92 of the Companies Act, 2013 in Form MGT-7 is placed on the website of the Company and the web-link for the same is www.ideaforge.co.in/annualreports and Password: - Netra2021..

COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee is not applicable to the Company and hence the Company has not devised any policy as required under section 178 of the Companies Act, 2013.

REGISTRAR AND TRANSFER AGENT

The name of the Company’s Registrar and Transfer Agent is Purva Sharegistry India Private Limited.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGMENT

The statement giving details of names of the top ten employees in terms of remuneration drawn and the name of every employee who was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has implemented ideaForge Employees Stock Option Scheme, 2018 (“ideaForge ESOS, 2018” or “the Scheme”) for the eligible employees of the Company. The details pursuant to Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014) is mentioned in “Annexure B”.

STATUTORY AUDITORS

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 Auditor of your Company for a period of five years to hold office from the conclusion of the 11thAnnual General Meeting till the conclusion of 16thAnnual General Meeting subject to ratification every year.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year 2021-22 and the Auditor's Report forms part of this Annual Report.


SECRETARIAL AUDITORS

The provisions of Section 204 of the Companies Act, 2013 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The Company has complied with the provision relating to the constitution of Internal Committee under POSH 2013. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. During the financial year under review, no complaint pertaining to sexual harassment of woman at work place has been received by the Company.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company’s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013. 

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

ACKNOWLEDGEMENT

The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates to all employees of the Company for their sincere work and commitment.

FOR AND ON BEHALF OF THE BOARD



ANKIT MEHTA RAHUL SINGH
WHOLE TIME DIRECTOR WHOLE TIME DIRECTOR
DIN: 02108289 DIN: 02106568

Place: Mumbai
Dated: September 04, 2022

ANNEXURE A

Particulars  required  under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014

[A] CONSERVATION OF ENERGY

(a)the Steps taken or impact on conservation of energy:

Your Board is committed towards conservation of energy and for the purpose use of LED lighting system is increased in place of conventional lighting and the Company has been migrating to LED lighting in phases.

(b) Steps taken by Company for utilising alternate source of engery

Company is in the process of phasing out air-conditioning systems that use ozone depleting coolants. Also, timers and motion sensors are installed at the office for continuous. Additionally, the Company continues to analyze energy consumption.

(c) Capital investment on energy conservation equipments:NIL

[B] TECHNOLOGY ABSORPTION:

The efforts made towards technology absorption
Information Technology (IT) is a critical for growth of business and hence your Company has introduced new technologies in its day-to-day operations.
the benefits derived like product improvement, cost reduction, product development or import substitution- NIL;
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL;
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
the expenditure incurred on Research and Development-NIL

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of earnings in foreign exchange:

Details of expenditure in foreign exchange:

FOR AND ON BEHALF OF THE BOARD



ANKIT MEHTA RAHUL SINGH
WHOLE TIME DIRECTOR WHOLE TIME DIRECTOR
DIN: 02108289 DIN: 02106568




Place: Mumbai
Dated: September 04, 2022





ANNEXURE B
Statement pursuant to Rule 12(9) of the
Companies (Share Capital and Debenture Rules, 2014)

Particulars of Employee Stock Option Scheme:
Following are the particulars of ESOP required to be disclosed as per Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014:

FOR AND ON BEHALF OF THE BOARD



ANKIT MEHTA RAHUL SINGH

WHOLE TIME DIRECTOR WHOLE TIME DIRECTOR
DIN: 02108289 DIN: 02106568

Place: Mumbai
Dated: September 04, 2022

ideaForge is a product-focused UAV systems company, developing drone solutions for mapping, security, and surveillance applications. ideaForge drones are generations ahead of other equipment manufacturers (OEMs), be it safety, reliability, autonomy, and performance. Our company is backed by well-reputed investors that include Infosys, Qualcomm, Celesta Capital & Florintree. Our UAVs compete with the best in the world and the company is committed to developing deep technology engineering skills in international markets to strengthen its larger interests. It has completed over 260,000 missions and has over 20 patents. Built on a strong foundation of interdisciplinary engineering, our company endeavours to push the envelope of UAV technology and drive its adoption to help maximize our impact in enhancing productivity and security for our customers. What’s more? Our drones take off every six minutes in India for the security, surveillance, and mapping establishment of commercial users like the Army, Navy, Air Force, Border Security Force, Homeland Security, Coast Guards, National Security Guards, Fire and Forest Management Authorities, Adani Group, L&T, Indian Oil, Survey of India, Indian Railways, and so on. We are a vertically integrated organization with in-house R&D, design, software, manufacturing, services, and training operations, delivering world-class end-to-end solutions for an array of drone requirements. The Company is a design focused UAV manufacturer developing drone solutions for a variety of applications. Drones of the Company are generations ahead of other OEMs in terms of endurance and range. Built on a strong foundation of inter-disciplinary engineering, the Company delivers high-performance, safe and autonomous unmanned systems for enhancing productivity and security for our customers. The Company is a global leader in UAV Technology manufacturing best in class Drones for defense and enterprise application under four categories Series UAV, Netra V Series UAV, Netra Pro UAV and Switch UAV. The Company has a consistent majority market share in Security & Surveillance segment. The Company is a licensed manufacturer of UAVs approved by Ministry of Defence (MoD).

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure A”. ANNEXURE A Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 [A] CONSERVATION OF ENERGY (a)the Steps taken or impact on conservation of energy: Your Board is committed towards conservation of energy and for the purpose use of LED lighting system is increased in place of conventional lighting and the Company has been migrating to LED lighting in phases. (b) Steps taken by Company for utilising alternate source of engery Company is in the process of phasing out air-conditioning systems that use ozone depleting coolants. Also, timers and motion sensors are installed at the office for continuous. Additionally, the Company continues to analyze energy consumption. (c) Capital investment on energy conservation equipments:NIL

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure A”. [B] TECHNOLOGY ABSORPTION: (i)The efforts made towards technology absorption Information Technology (IT) is a critical for growth of business and hence your Company has introduced new technologies in its day-to-day operations. (ii)the benefits derived like product improvement, cost reduction, product development or import substitution- NIL; (iii)in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL; (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv)the expenditure incurred on Research and Development-NIL

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure A”. [C] FOREIGN EXCHANGE EARNINGS AND OUTGO Details of earnings in foreign exchange: Particulars Current Year April 01, 2021 to March 31, 2022 Previous Year April 01, 2020 to March 31, 2021 Export of Goods calculated on FOB Basis 59.60 - Interest and dividend - - Royalty - - Know-how - - Professional and Consultancy fees - -¬ Other Income - - Total earning in foreign exchange 59.60 - Details of expenditure in foreign exchange: Particulars Current Year April 01, 2021 to March 31, 2022 Previous Year April 01, 2020 to March 31, 2021 Import of Capital Goods calculated on CIF Basis: - - (i) raw material 2644.83 1529.25 (ii) component and spare parts - - (iii) capital goods – Software Purchase - - Expenditure on account of: - - Royalty - - Know-how - - Professional and Consultancy fees - - Interest - - Other matters - - Dividend paid - - Total expenditure in foreign exchange 2644.83 1529.25

11. DIRECTOR’S RESPONSIBILITY STATEMENT As required under Section 134 of the Companies Act, 2013 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that: (i) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with the proper explanation relating to material departures; (ii) the Directors had 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 as on March 31, 2022 and of its profit and loss for the financial year ended on that date; (iii) the Directors had 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; (iv) the Director had prepared the annual accounts for the financial year 2021-22 on a ‘going concern’ basis; and (v) the Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.