Indo-MIM Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2026

Your Directors have pleasure in presenting this 30th 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 2026.

The Performance of the Company in FY26 on standalone basis is as follows-

• FINANCIAL PERFORMANCE

(Amounts in INR million, unless otherwise stated)

Particulars

For the Year
ended March
2026

For the Year
ended March
2025

% Change

Gross Revenue

36,579.71

28,338.46

29.08

Interest

1,549.09

868.15

78.44

Depreciation

1,621.80

1,504.70

7.78

Profit / (Loss) Before Taxes (PBT)

7,366.35

5,449.50

35.17

Profit / (Loss) After Taxes (PAT)

5,489.79

4,035.16

36.05

Earnings Per Share (Basic)

11.38

8.37

35.93

Earnings Per Share (Diluted)

11.18

8.19

36.60

PBT/Gross revenue %

20.13

19.23

4.68

PAT/ Gross revenue %

15.00

14.24

5.39

• OPERATIONS & OUTLOOK

> The topline grew by 29.08% in FY26 over FY25.

> The PBT grew by 35.17% in FY26 over FY25.

> The PAT went up by 36.05% in FY26 over FY25.

> PBT % to Gross Revenue went up to 20.13% in FY26 Vs 19.23% in FY25.

> PAT % to Gross Revenue went up to 15.00% in FY26 Vs 14.24% in FY25.

• CAPITAL STRUCTURE:

The Capital structure of the Company undergone a change during FY26. Authorized share
capital remains at Rs. 60,00,00,000/-. However, Issued, Subscribed and Paid-Up share capital
got increased from Rs. 48,20,30,772/- to Rs. 48,41,53,072/- during FY26. This increase is due
to allotment of 21,22,300 equity shares to employees under ESOP scheme.

• CHANGE IN PROMOTERS’ SHAREHOLDING:

There was no change in number of shares in Promoters’ shareholding during FY26. However,
due to allotment of equity shares under the ESOP Scheme in FY26, the percentage of Promoters’
shareholding undergone a change from 92.21% to 91.81%. The details of the Promoters’
shareholding as on 31st March 2025 and 31st March 2026 are as under:

As on 31-03-2026

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

Chandrasekhar

56,10,120

1.16%

56,10,120

1.16%

Raj Chivukula

0

0

0

0

Green Meadows
Investments Ltd

43,78,86,732

90.44%

43,78,86,732

90.84%

Total Promoters’
holding

44,44,91,587

91.81%

44,44,91,587

92.21%

Total non¬
Promoters’
holding

3,96,61,485

8.19%

3,75,39,185

7.79 %

Grand Total

48,41,53,072

100%

48,20,30,772

100%

• DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
APPOINTED / RESIGNED DURING FY26:

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

Sl. No.

Name

Designation

1

Krishna Chivukula
DIN : 01625119

Chairman & Managing Director

2

Jagadamba Chandrasekhar
DIN : 01711450

Non-executive Director

3

Raj Chivukula
DIN : 02484081

Non-executive Director

4

Krishna Chivukula Jr.
DIN : 02483835

Whole Time Director & CEO

5

Meera Shankar
DIN: 06374957

Independent Director

6

Rajni Anil Mishra
DIN:08386001

Independent Director

7

Sujitha Karnad
DIN: 07787485

Independent Director

8

Roger William Bradley
DIN: 10751266

Independent Director

9

Parasuraman Balasubramanian

Vice President Finance & CFO

10

Santosh Kumar Dash

Company Secretary & Compliance
Officer

• SECRETARIAL STANDARDS

The Company has followed all applicable mandatory Secretarial Standards. Non-mandatory
standards are being followed on best-effort basis.

• 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:

For FY26, the Board of Director has declared below dividend to the Members of the Company:

• First Interim Dividend of Rs. 3.50 per equity share (350% on the face value of ?1.00
per share) - declared in April 2026;

• Second Interim Dividend of Rs. 3.30 per equity share (330% on the face value of ?1.00
per share) - declared in June 2026;

The Board has not recommended any additional final dividend for FY26 for consideration and
approval of the Members of the Company.

• STATUTORY AUDITORS:

M/s. Suri and Co., Chartered Accountants, with (Firm Regn No. 004283S) were appointed as
the Statutory Auditors of the Company in the 29th Annual General Meeting to hold office from
conclusion of the 29th Annual General Meeting till conclusion of the 34th Annual General
Meeting of the Company.

The Auditors’ Report does not contain any qualifications, reservation, or adverse remarks.

Auditors’ comment

Management response

NIL

NIL

• 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.

Board of Directors, on the recommendation of the Audit Committee, has appointed M/s.
Jayaram & Associates, Cost Accountants, with Firm Regn No. 101077, as the Cost Auditor of
the company on 16th April 2025 to conduct cost audit for FY26.

• 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 secretarial auditor of the Company to
undertake the secretarial audit for FY26 of the company. Secretarial Audit Report forms part
of this Report and is attached as Annexure-8. There are no qualifications, reservations, or
adverse remarks in the Secretarial Audit Report for FY26.

• 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, to the extent applicable.

The Audit Committee meeting was held 10 times during FY26 i.e., on 16th April 2025, 19th
June 2025, 28th August 2025, 26th September 2025, 26th September 2025, 29th December 2025,
13th January 2026, 24th February 2026, 24th February 2026 and 27th March 2026.

As on date of this report, the composition of the Audit Committee stands as under. Number of
meetings of Audit Committee attended by each Member during FY26 is as mentioned
alongside.

Name

Position in the
Committee

Position in the Board

No. of Meetings
attended FY26

Mrs. Rajni Anil
Mishra

Chairperson

Independent Director

10/10

Mr. Krishna
Chivukula

Member

Chairman & Managing
Director - Executive

6/10

Mr. Krishna
Chivukula Jr.

Member

Whole Time Director &
CEO - Executive

8/10

Mrs. Sujitha Karnad

Member

Independent Director

10/10

Mrs. Meera Shankar

Member

Independent Director

10/10

Mr. Roger William
Bradley

Member

Independent Director

9/9*

* Mr. Roger William Bradley became member of the Audit Committee on 29th April 2025.

• NOMINATION AND REMUNERATION COMMITTEE:

The composition, role, terms of reference as well as powers of the Nomination and
Remuneration Committee are in compliance with Regulation 19 of SEBI listing regulations
and Section 178 and other applicable provisions, of the Companies Act, 2013, read with Rules
made thereunder.

The Nomination and Remuneration Committee met 2 times during FY26 i.e., on 26th August
2025, and 7th November 2025. Copy of Nomination and Remuneration policy is available on
the website of the company under Investor tab at
www.indo-mim.com.

Composition Nomination and remuneration Committee as on the date of this Report and
Attendance of Members during FY26 is as under:

Name

Position on the
Committee

Position in the Board

No. of Meetings
attended FY26

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:

The composition, role, terms of reference as well as powers of the Stakeholders Relationship
Committee are in compliance with Regulation 20 of SEBI listing regulations and Section 178
and other applicable provisions of the Companies Act, 2013, read with Rules made thereunder.

The Stakeholders Relationship Committee met 1 time during FY26, i.e., on 6th March 2026.

Mr. Krishna Chivukula 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 FY26 is as under:

Name

Position in the
Committee

Position in the Board

No. of Meetings
attended FY26

Mrs. Meera Shankar

Chairperson

Independent Director

1/1

Mr. Krishna Chivukula
Jr.

Member

Whole Time Director
& CEO - Executive

1/1

Mrs. Rajni Anil Mishra

Member

Independent Director

1/1

• RISK MANAGEMENT COMMITTEE:

The Company has formed the Risk Management Committee in accordance with Regulation 21
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Risk Management Committee met 2 times during FY26 i.e., on 18th October 2025 and 06th
March 2026.

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.

Composition of Risk Management Committee as on the date of this report and Attendance of
Members during FY26 is as under:

Name

Position in the
Committee

Position in the Board

No. of Meetings
attended FY26

Mrs. Sujitha Karnad

Chairperson

Independent Director

2/2

Mr. Krishna Chivukula
Jr.

Member

Whole Time Director
& CEO - Executive

1/2

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 ceased to be a member of Corporate Social Responsibility
Committee on 29th April 2025.

• Mrs. Rajni Anil Mishra 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 met 1 time during FY 26 i.e., on 29th
May 2025.

Composition of Corporate Social Responsibility Committee as of the date of this report and
Attendance of Members during FY26 is as below:

Name of the Member

Position in the
Committee

Position in the Board

No. of Meetings
attended FY26

Mrs. Meera Shankar

Chairperson

Independent Director

1/1

Mrs. Sujitha Karnad

Member

Independent Director

1/1

Mr. Krishna Chivukula

Member

Whole Time Director

0/1

Jr.

& CEO - Executive

Mr. Roger William
Bradley

Member

Independent Director

1/1

• 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.

The Initial Public Offer Committee met 2 times during FY26 i.e., on 24th September 2025 and
03rd February 2026. The composition of IPO committee as on date of this report is as under:

Name

Position in the Committee

Designation

Mr. Krishna Chivukula

Member

Chairman & Managing
Director - Executive

Mr. Krishna Chivukula Jr.

Member

Whole Time Director & CEO
- Executive

Mr. Parasuraman
Balasubramanian

Member

Vice President Finance &
CFO

Mr. K R Shyam Ballal

Member

GM - Finance

Mr. Santosh Kumar Dash

Member

Company Secretary &
Compliance Officer

• 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 the office during FY26. The Company also has additionally
appointed M/s. Kayess Square Consulting Private Limited as Internal Audit Service Provider
for FY26.

• 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 on the company website
at https://www.indo-mim.com under investor tab.

The number of complaints received during FY26 is NIL.

• FAMILIARISATION PROGRAM FOR BOARD MEMBERS

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

• 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:

Details of Committee meetings held during FY26 are provided in previous sections. Details of
Board Meetings held during FY26 is as under:

SI. NO |Name

Board Meeting

Total

Name/Date

16/4/25

7/8/25

28/8/25

10/9/25

26/9/25

26/9/25

29/12/25

13/1/26

23/1/26

24/2/26

24/2/26

1

Krishna Chivukula

i

i

i

-

-

-

i

i

i

-

-

6

2

Krishna Chivukula Jr.

i

-

-

i

i

-

-

i

i

7

3

Jagadamba Chandrasekhar

i

i

i

-

-

-

-

i

i

-

-

5

4

Raj Chivukula

i

i

i

i

-

-

i

i

i

-

-

7

5

Sujitha Karnad

i

i

i

i

i

i

i

i

i

i

i

11

6

Rajni Anil Mishra

i

i

i

i

i

i

i

-

i

i

i

10

7

Meera Shankar

i

-

i

i

i

-

i

i

i

i

i

9

8

Roger W Bradley

1

1

1

1

1

1

1

1

1

1

1

11

• DIRECTOR’S 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 are 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 has formulated 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:

Details of qualifications, reservations, adverse remark etc (if any) contained in Secretarial
Audit Report and Statutory Audit Report and Management response on those qualifications,
reservations, adverse remark are included suitably in previous sections of 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 31-03-2026.

• 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:

There have been no material changes and commitments, which affect the financial position of
the Company, that have occurred between the end of the financial year to which the financial
statements relate and the date of this report.

• DETAILS OF SUBSIDIARIES AND ASSOCIATES:

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

(1) INDO-MIM INC, USA

(2) TRIAX Industries LLC, USA

(3) Conway Marsh Garrett Technologies Limited, UK

(4) Phoenix DeVentures II INC, USA and

(5) INDO-MIM Arms Components Private Limited, India

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. Our efforts on this front in our plants during FY26 is detailed below:

MIM Plant- Hoskote

1. Conservation of Electric energy in Debinding process by reducing the heating time.
(Preheater is installed near TCE storage tank) which reduced energy consumption by
4900 KWH per month resulting in an annualized savings of around INR 4 Lakh.

2. Conservation of Electric energy in Sintering process by reducing the Average Cycle
time by 30% which reduced the energy consumption by 10% per Sintering charge.

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 reduction
in Energy consumption by 12,000 units annually resulting in a saving of INR 1.06
Lakhs.

4. Use of green energy with solar power contributes 96% of total energy consumption.
MIM Plant- Doddaballapur

1. 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 reduction
in Energy consumption in cooling tower.

2. About 98% of the electricity consumed is sourced from renewable energy, mainly from
solar and wind power.

3. Approximately 80% of water used is treated and reused for cooling tower operations
and gardening purposes.

IC/MC Plant

1. 625.4 KL of RO water was recycled from the wastewater generated from water jet
blasting machine and used for cooling tower in FY26.

2. Optimized operation of vacuum castings process water pumps reduced power
consumption by 3900 units per month with annualized savings around INR 3.5 Lakhs.

3. Optimized streetlight lux levels reduced power consumption by 4680 units per month
with annualized savings around INR 4.2 Lakhs.

4. Optimized air compressor pressure setting parameters and load sharing reduced power
consumption by 14340 units per month with annualized savings around INR 12.90
Lakhs.

(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 FY26 is indicated here below:

SI No

Particulars

HSK

DBP

Tirupati

Chennai

Total

FY26

FY25

FY26

FY25

FY26

FY25

FY26

FY25

FY26

FY25

1

T otal energy Consumption in KWH (In
Lakhs)

92.67

111.73

676.71

671.71

178.01

181.74

90.33

13.60

1037.72

978.78

2

Energy procured from Green Source
(Solar, Wind & Hydro) in KWH (In
Lakhs)

88.55

106.91

661.89

651.28

92.29

33.42

0.00

0.00

842.73

791.61

3

% of Green Energy to total energy

96%

96%

98%

97%

52%

18%

0%

0%

81%

81%

(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 21.5 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 25,258.75 Millions

> Foreign Exchange Outflow : INR 10,219.24 Millions

• RISK MANAGEMENT POLICY

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

• OTHER DISCLOSURES

Details of fraud 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 doesn’t 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.

During the period under report, the Company has not Granted any fresh equity options to
employees under ESOP scheme of the Company. Disclosure as required under Rule 12(9) of
the Companies (Share Capital and Debentures) Rules, 2014 is as under:

(a) options granted during FY26: NIL

(b) options granted during previous year: 1,09,73,000 equity options

(c) total options outstanding (a) (b): 1,09,73,000

(d) Date of Vesting: December 01, 2025 (First Vesting)

(e) options cancelled before First vesting: 2,94,000

(f) options eligible for vesting: 1,09,73,000-2,94,000 = 1,06,79,000

(g) options vested (First vesting in Dec 2025) : 1,06,79,000/5 = 21,35,800

(h) options exercised : 21,22,300

(i) options vested but not exercised: 21,35,800 - 21,22,300 = 13,500

(k) the total number of shares arising as a result of exercise of option : 21,22,300

(l) the exercise price : Re 1/-

(m) variation of terms of options : NIL

(n) money realized by exercise of options : Rs 21,22,300 (towards share capital)

(o) total number of options in force : 85,00,700 (=1,09,73,000-3,50,000-21,22,300)

(j) employee wise details of options granted to:

(i) key managerial personnel (KMP)

S.

No.

Name of KMP

Designation

No. of

options

granted

No. of
options
vested
and

exercised

No. of

options

unvested

1

Parasuraman

Balasubramanian

Vice President
- Finance &
CFO

60,000

12,000

48,000

2

Santosh Kumar
Dash

Company
Secretary &
Compliance
Officer

50,000

10,000

40,000

(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:

Options Granted during FY25:

S.

No.

Name of Employee

No. of Total
options granted

No. of
options
vested and
exercised

No. of

options

unvested

1

Sridhara Ramachandran

800,000

160,000

6,40,000

2

Kiran Kumar Devdas

600,000

120,000

4,80,000

(iii) Options Granted during FY26:

S.

No.

Name of Employee

No. of Total
options granted

No. of
options
vested and
exercised

No. of

options

unvested

NIL

NIL

NIL

NIL

(iv) 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, trading, Electronics components
manufacturing and assembly etc. 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 (KMP)
APPOINTED / RESIGNED:

During FY26, there is no resignation of director or KMP. Changes in structure of Board of
Directors and KMP are already disclosed in previous section of the Report.

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

During FY26, the Company did not form or acquire any subsidiary or associate company, nor
did it form any joint venture company, except as stated below. There was also no cessation of
any such association. 1

• The company has incorporated a wholly owned subsidiary company in India in the
name of INDO-MIM Arms Components Private Limited with incorporation date as
December 05, 2025. This New subsidiary is expected to manufacture inter-alia
licensable firearm components under manufacturing license from Ministry of Home
Affairs (MHA). The license is yet to be applied.

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, 2026, 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 INC1

USD

42,363,957

4,248,685

TRIAX Industries LLC

USD

25,882,426

(2,363,567)

Conway Marsh Garrett
Technologies Limited

GBP

3,007,319

(1,028,487)

Phoenix DeVentures II Inc

USD

6,696,076

(2,898,281)

INDO-MIM Arms Components
Private Limited

INR

-

(80,591)

*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 FY26. There are no outstanding deposits payable by the Company as on 31/03/2026.
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 Chapter V of the Act: NIL

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

No Orders were passed by Regulators, Courts, Tribunals etc. during FY 26 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) placed as 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 2026.

• COMPLIANCE OF WITH THE MATERNITY BENEFIT ACT, 1961 / CODE
ON SOCIAL SECURITY 2020 (SS CODE)

The Company has complied with the provisions of the Maternity Benefit Act, 1961 / Code on
Social Security 2020 (“”SS Code”), 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 applicable law, including paid maternity leave, nursing breaks, and protection
from dismissal during maternity leave.

The Company also ensures that no discrimination is committed against 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 March 31, 2026.

Male Employees: 3620
Female Employees: 94
Transgender Employees: NIL

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

• ANNUAL PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (“NRC”) has approved the policy for
evaluating the performance of the Board, its committees, individual Director, and the Chairman
in compliance with the provisions of Section 178 read with Schedule IV of the Companies Act,
2013 and other relevant rules and regulations. In accordance with the evaluation criteria
specified in the policy, the annual performance evaluation of the Board as a whole, all
respective committees, individual Director have been carried out by Independent Directors and
Board through a structured questionnaire covering various aspects of the evaluation framed in
line with the guidance notes Issued by the Companies Act, 2013 and Listing Regulations (to
the extent applicable).

• 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 one¬
time settlement or while taking the loan from the Banks or Financial institutions, except the
valuation of land and buildings which are mortgaged with lenders of certain term loans.

• 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 FY26, 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 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 & Whole time Director & CEO

Managing Director (DIN 02483835)

(DIN 01625119) Date: 04/06/2026

Date: 04/06/2026 Place: Washington DC,

Place: Florida, USA USA

1

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

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