Innomet Advanced Materials Ltd. के निदेशक की रिपोर्ट

Mar 31, 2026

The Board of Directors is pleased to present the 7th (Seventh) Board's Report of your Company, together with the Audited
Financial Statements for the financial year ended March 31, 2026 (FY 2025-26).

1. FINANCIAL SUMMARY

The Company's financial performance for the financial year ended March 31, 2026:

 

For the Year ended March 31

Particulars

2026

2025

Revenue from Operations

5,386.41

3,252.48

Other income

31.91

38.61

Total Income

5,418.32

3,291.10

Operating expenditure

4,825.73

2,746.40

Depreciation and amortization expense

266.82

183.63

Total expenses

5,177.77

3,030.34

Profit Before Finance Costs and Tax

325.77

361.06

Finance costs

85.22

100.31

Profit before tax

240.55

260.75

Tax expense

83.28

74.22

Profit for the year

157.27

186.53

2.    STATE OF AFFAIRS

During the FY 2025-26, the Company continued its operations as a listed entity on the NSE Emerge platform of the National
Stock Exchange of India Limited (“NSE”), following its listing during the previous financial year.

During FY 2025 26, the Company recorded Revenue from Operations of Rs.5,386.41 lakhs, as compared to Rs. 3,252.48 lakhs in
FY 2024 25, reflecting a robust growth in topline.

The Profit Before Tax (PBT) stood at Rs. 240.55 lakhs as against Rs.260.75 lakhs in the previous year, while the Profit After Tax
(PAT) amounted to Rs.157.27 lakhs compared to Rs.186.53 lakhs in FY 2024 25.

The Company continued to focus on strengthening its business operations, enhancing its market presence and pursuing its
growth objectives while maintaining appropriate standards of corporate governance and regulatory compliance.

3.    RESERVES & SURPLUS/APPROPRIATIONS

During the FY 2025-26, the Board of Directors has not proposed to transfer any amount out of the profits of the Company to any
specific reserve. The profit for the year has accordingly been retained in the retained earnings of the Company in accordance with
the applicable accounting principles.

4.    CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the FY 2025-26

5.    MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FY 2025-26 AND THE DATE OF THIS BOARD'S REPORT.

During the period from April 1, 2026 to the date of this Report, except for the preferential issue(s) by way of allotment of further
equity shares and equity share warrants and the proposed acquisition of 57.5% stake in Swastik Tungsten Private Limited,
which is currently in progress, there have been no other material changes or commitments affecting the financial position of the
Company which have occurred between the end of the financial year 2025-26 and the date of this Report.

The proposed acquisition of 57.5% stake in Swastik Tungsten Private Limited is strategically aligned with the Company's
business objectives, particularly for strengthening and securing the supply of tungsten metal powder and allied materials for
the Company's operations. Upon completion of the proposed acquisition, Swastik Tungsten Private Limited will become a
subsidiary of the Company.

6.    DIVIDEND

The Board of Directors has not recommended any final dividend for the FY 2025-26. Further, no interim dividend was declared
or no dividend was paid during the FY 2025-26.

The Dividend Distribution Policy of the Company, adopted in accordance with the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”),, is available on the Company's website
at:
https://www.innomet.net/wp-content/uploads/2026/01/Dividend-Distribution-Policy.pdf

7.    SHARE CAPITAL OF THE COMPANYA.    AUTHORIZED SHARE CAPITAL

The authorised share capital of the Company remained unchanged during the FY 2025-26, at Rs.14,00,00,000 (Rupees Fourteen
Crores Only) comprising 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each.

The Company proposes to increase the authorised share capital of the Company from Rs.14,00,00,000 (Rupees Fourteen Crores
only) to Rs.16,00,00,000 (Rupees Sixteen Crores only) comprising 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Rs.10/-
(Rupees Ten only) each, by creation of an additional 20,00,000 (Twenty Lakhs) Equity Shares of Rs. 10/- each, subject to the
approval of the Members at the ensuing Annual General Meeting (“AGM”).

B.    ISSUED, SUBSCRIBED AND PAIDUP SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company as at March 31, 2026 stood at Rs. 12,94,01,380/- (Rupees
Twelve Crores Ninety-Four Lakhs One Thousand Three Hundred and Eighty Only), comprising 1,29,40,138 (One Crore Twenty-
Nine Lakhs Forty Thousand One Hundred and Thirty-Eight) Equity Shares of Rs. 10/- (Rupees Ten only) each. There was no
change in the issued, subscribed and paid-up share capital of the Company during the FY 2025-26.

Subsequent to the closure of the FY 2025-26, the Company undertook a preferential issue of 4,50,000 (Four Lakh Fifty
Thousand) Equity Shares and 5,00,000 (Five Lakh) Equity Share Warrants in accordance with the provisions of the Companies
Act, 2013 (“the Act”) SEBI Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“SEBI ICDR Regulations”) and other applicable Listing Regulations. The Board of Directors, at its meeting held on July 06,
2026, approved the proposal for the preferential issue, which was subsequently approved by the Members of the Company at
the Extraordinary General Meeting held on August 05, 2026. The Company also received in-principle approval from the National
Stock Exchange of India Limited Reference No. NSE/LIST/56303 dated 13 August 2026.

Pursuant to the aforesaid approvals, the Board of Directors, at its meeting held on August 18, 2026, allotted 4,50,000 (Four Lakh
Fifty Thousand) fully paid-up Equity Shares of Rs. 10/- each at an issue price of Rs. 131/- (Rupees One Hundred Thirty-One
only) per Equity Share, including a securities premium of Rs. 121/- (Rupees One Hundred Twenty-One only) per Equity Share,
on a preferential basis to non-promoter allottees. The aggregate subscription consideration of Rs. 5,89,50,000/- (Rupees Five
Crores Eight Nine Lakhs Fifty Thousand only) was received by the Company towards the aforesaid Equity Shares.

Accordingly, consequent upon the allotment of 4,50,000 (Four Lakh Fifty Thousand) Equity Shares on August 18, 2026, the
issued, subscribed and paid-up share capital of the Company, as on the date of this Report, stands at Rs. 13,39,01,380/- (Rupees
Thirteen Crores Thirty-Nine Lakhs One Thousand Three Hundred and Eighty only), comprising 1,33,90,138 (One Crore Thirty-
Three Lakhs Ninety Thousand One Hundred and Thirty-Eight) Equity Shares of Rs. 10/- each.

Further, on August 18, 2026, the Company allotted 5,00,000 (Five Lakh) Equity Share Warrants at an issue price of Rs. 131/-
(Rupees One Hundred Thirty One 0nly) per warrant on a preferential basis to promoter allottees. The Company received 25%
of the issue price of the warrants, amounting to Rs. 1,63,75,000/- (Rupees One Crore Sixty Three Lakhs Seventy Five Thousand
only), from the warrant holders at the time of allotment. The balance 75% of the issue price, amounting to Rs. 4,91,25,000/-
(Rupees Four Crores Ninety-One Lakhs Twenty-Five Thousand only), shall be payable upon exercise of the warrants. Each
warrant is convertible/exercisable into one equity share of the Company at the option of the respective warrant holder within
a period of Eighteen (18) months from the date of allotment, subject to the terms of the issue and applicable laws.

The 5,00,000 (Five Lakh) Equity Share Warrants allotted on August 18, 2026 do not form part of the issued, subscribed and
paid-up share capital of the Company as on the date of this report, as the same are convertible into Equity Shares upon exercise
by the respective warrant holders and payment of the balance consideration, in accordance with the terms of the issue and
applicable laws.

Subject to the approval of the shareholders in the ensuing AGM and subject to other approvals, the Board of Directors in its
meeting held on August 24, 2026 considered and approved:

a)    the issue and allotment of 11,92,200 (Eleven Lakh Ninety Two Thousand Two Hundred) Equity Share Warrants at a price
of Rs. 210/- (Rupees Two Hundred Ten Only) per warrant, determined in accordance with the applicable provisions of the
SEBI ICDR Regulations, 2018, which includes a premium of Rs.200/- (Rupees Two Hundred Only) per warrant. Each warrant
is convertible/exercisable into one equity share of the Company

b)    The Innomet Advanced Materials Limited Employee Stock Option Scheme - 2026, providing for the issue of up to 2,60,000
(Two Lakh Sixty Thousand) options to eligible employees of the Company and its future subsidiary(ies), to be implemented
through an irrevocable trust to be incorporated by the Company in accordance with provisions of the Act and Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the FY 2025-26:

•    The Company has not bought back any of its securities. Accordingly, the provisions of Section 68 of the Act are not
applicable.

•    The Company has not issued any sweat equity shares. Hence, the provisions of Section 54 of the Act are not applicable.

•    The Company has not granted any stock options to its employees. Accordingly, the provisions of Section 62(1)(b) of the Act
are not applicable.

•    The Company has not issued any bonus shares. Hence, the provisions of Section 63 of the Act are not applicable.

8. INITIAL PUBLIC OFFER ("IPO") AND LISTING OF EQUITY SHARES

The Company had raised an amount of Rs. 3,423.60 lakhs through its Initial Public Offer (“IPO”) of Equity Shares pursuant to the
Prospectus dated September 02, 2024. The Equity Shares of the Company are listed on the SME Platform (NSE Emerge) of the
National Stock Exchange of India Limited.

As at March 31, 2026, no portion of the IPO proceeds remained unutilised in the Escrow Account maintained by the Company for
the purposes specified in the Prospectus.

During the FY 2025-26 the Company utilised the unutilised IPO proceeds in accordance with the objects specified in the
Prospectus. The details of the utilisation of the IPO proceeds are as follows:

Sl No

Particulars

Amount (Rs. in Lakhs)

1

Total amount raised through IPO

3,423.60

2

Amount utilised during FY 2024-25

3,057.05

3

Amount unutilised as at March 31, 2025

366.55

4

Balance amount unutilised as at March 31, 2026

Nil

5

Amount utilised post closure of FY 2025-26

Not Applicable

The IPO proceeds have been utilized for the objects specified in the Prospectus. There has been no material deviation or variation
in the utilization of the IPO proceeds from the stated objects during FY 2025 26. The Company has complied with the applicable
provisions of the Act, the SEBI ICDR Regulations, and other applicable laws and regulations relating to the utilisation of the IPO
proceeds.

9.    CHANGE IN NAME OF THE COMPANY

There was no change in the name of the Company during the FY 2025-26.

10.    CHANGE IN REGISTERED OFFICE

There was no change in the registered office of the Company during the FY 2025-26.

11.    DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of the Company comprised Six (6) Directors, consisting of:

•    Two (2) Executive Directors

•    Two (2) Non-Executive Non Independent Directors

•    Two (2) Non Executive Independent Directors

The composition of the Board is in conformity with the provisions of the Act.

Changes during FY 2025 26:

•    Mr. Myneni Narayana Rao, Non-Executive Independent Director, resigned with effect from January 29, 2026.

•    Ms. Sanjna Chowdary Chilakapati was appointed as an Additional Director (Non Executive Non Independent) with effect
from February 11, 2026, and will hold the office till the AGM.

Except as stated above, there were no other changes in the composition of the Board of Directors or Key Managerial Personnel
during FY 2025 26.

Changes subsequent to FY 2025 26:

•    Mr. Sai Kiran Chakravadhanula was appointed as an Additional Director-Non-Executive Independent Director with effect
from May 23, 2026.

•    Ms. Aanchal Sethia, Company Secretary and Compliance Officer of the Company, resigned from the position with effect from
June 1, 2026, subsequent to the end of the FY 2025-26.

The Company has listed its specified securities on the SME Exchange and, accordingly, the corporate governance provisions
specified under Regulation 17 and other provisions covered by Regulation 15(2)(b) of the SEBI LODR Regulations are not
applicable to the Company.

The Directors and Key Managerial Personnel who held office during the FY 2025-26 and the changes thereafter up to the date of
this Report are set out below:

Sr.

No.

Name of Directors/KMPs

Designation /KMP Status

Nature of Directorship/postion

1

Mr.Vinay Choudary Chilakapati

Chairman & Managing
Director (KMP)

Executive

2

Mrs.Saritha Devi Chilakapati

Whole-time Director and
CFO (KMP)

Executive

3

Mrs.Lakshmi Kanthamma
Chilakapati

Director

Non-executive Non-independent

4

Ms. Sanjna Chowdary Chilakapati

Additional Director

Non-executive Non-independent
(from February 11, 2026)

5

Mr. Bhanu Sankara Rao Kota

Independent Director

Non- Executive

6

Mr. Venkata Bhaskara Rao
Chadalavada

Independent Director

Non- Executive'

7

Mr.Myneni Narayana Rao

Independent Director

Non- Executive (till lanuary 29, 2026)

8

Mr.Sai Kiran Chakravadhanula

Independent Director

Non- Executive (from May 23, 2026

9

Ms. Aanchal Sethia

Company Secretary

Company Secretary & Compliance Officer (till
lune 01, 2026)

12.    DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) read with Section 149(6) and 149(7) of the Act. the Company has received the
requisite declarations from each of the Independent Directors confirming that they meet the criteria of independence specified
under Section 149(6) of the Act and that they are not aware of any circumstance or situation which exists or may reasonably be
anticipated to impair or impact their ability to discharge their duties with an objective and independent judgment. The
Independent Directors have also confirmed that they have complied with the applicable provisions of Schedule IV to the Act,
including the Code for Independent Directors, and have made the requisite disclosures to the Company in accordance with the
applicable provisions of the Act.

The Board of Directors is of the opinion that the Independent Directors of the Company fulfil the conditions of independence
specified under the Act and the rules made thereunder and are independent of the management. The Board is further of the
opinion that the Independent Directors possess the requisite integrity, expertise, experience and proficiency required for the
effective discharge of their duties and responsibilities.

13.    DISCLOSURE ON DIRECTORS' DISQUALIFICATION

Pursuant to Section 134(3)(f) of the Act, it is hereby confirmed that none of the Directors of the Company are disqualified under
Section 164(2) of the Act as on March 31, 2026. The Board further affirms that all Directors continue to comply with the limits
on directorships prescribed under Section 165 of the Act,.

14. DETAILS OF MEETINGS OF BOARD OF DIRECTORS AND ITS COMMITTEE(S)A. BOARD OF DIRECTORS

During the FY 2025-26, 12 (Twelve) meetings of the Board of Directors were held and the details of number of Directors
attended are as follows:

Sr. No.

Date of Meeting

Number of Directors Present

1

April 05, 2025

6

2

April 17,2025

6

3

April 29, 2025

6

4

May 29, 2025

6

5

June 26, 2025

6

6

August 12, 2025

6

7

August 28, 2025

6

8

October 07, 2025

6

9

October 24, 2025

6

10

November 14, 2025

6

11

February 11,2026

3

12

February 13,2026

6

Attendance of Board of Directors

Name of Director

No. of Meetings Entitled to Attend
for the FY 2025-26

No. of Meetings Attended

Mr. Vinay Choudary Chilakapati

12

12

Mrs. Saritha Devi Chilakapati

12

12

Mrs. Lakshmi Kanthamma Chilakapati

12

11

Ms. Sanjna Chowdary Chilakapati

1

1

Mr. Bhanu Sankara Rao Kota

12

11

Mr. Venkata Bhaskara Rao Chadalavada

12

12

Mr. Myneni Narayana Rao

10

10

Mr. Sai Kiran Chakravadhanula

—

—

Notes:

a)    Mr. Myneni Narayana Rao was entitled to attend 10 (T en) Board Meetings held during the period prior to his cessation and attended all of them.

b)    Ms. Sanjna Chowdary was entitled to attend 1(One) Board Meeting held after her appointment

Mr. Sai Kiran Chakravadhanula was appointed w.e.f 23 May 2026 and was not entitled to attend Board Meetings held during the FY 2025-26.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Company has constituted an Audit Committee in accordance with the applicable provisions of Section 177 of the Act and the
rules made thereunder. The Company, being listed on the SME Exchange, is exempt from Regulation 18 of the SEBI LODR
Regulations pursuant to Regulation 15(2)(b) of the said Regulations.

Accordingly, the Audit Committee of the Company is constituted in accordance with the applicable provisions of the Act and the
rules made thereunder and Listing Regulations. The Audit Committee assists the Board in discharging its responsibilities relating
to financial reporting, internal financial controls, audit processes and such other matters as may be prescribed under applicable
laws or entrusted to it by the Board. During the FY 2025-26, there were no instances where the Board of Directors did not accept
any recommendation of the Audit Committee. The Committee continues to function in accordance with its terms of reference as
specified under the Act and SEBI LODR Regulations (to the extent applicable).

Sl No.

Name of Member

Nature of Directorship

Status in Committee

1

Mr. Venkata Bhaskara Rao Chadalavada

Non-Executive Independent Director

Chairman

2

Mr.Bhanu Sankara Rao Kota

Non-Executive Independent Director

Member

3

Mr.Vinay Choudary Chilakapati

Managing Director

Member

4

Mr. Myneni Narayana Rao (till January
29,2026)

Non-Executive Independent Director

Member

Notes:

a)    Mr.Myneni Narayana Rao ceased to be a member of the Audit Committee consequent upon his resignation as an Independent Director with effect from 29
January, 2026.

b)    Mr. Sai Kiran Chakravadhanula was appointed as a member of the Audit Committee with effect from 23 May, 2026.

Meetings of the Audit Committee

During the FY 2025-26, the Audit Committee met 6 (Six) times. The meetings were duly convened in accordance with the
applicable provisions of the Act and the rules made thereunder. The Committee considered and deliberated upon various matters
within its scope, including financial reporting, internal financial controls, audit-related matters and other matters placed before
it by the Board and the management.

The requisite quorum was present at all the meetings and the members actively participated in the deliberations. The proceedings
of the Audit Committee meetings were duly recorded and placed before the Board for its consideration and noting, as applicable.
During the FY 2025-26, 6 (Six ) meetings of the Audit Commitee were held and the details of number of Directors attended are
as follows

Sl No

Date of Audit Committee Meeting

Number of Committee Members
Present

1

May 29, 2025

4

2

June 26, 2025

4

3

August 12, 2025

4

4

November 14, 2025

4

5

February 11, 2026

3

6

February 13, 2026

3

Attendance of Audit Committee Members

Sr. No.

Name of Committee Member

No. of Meetings
Entitled to Attend for
the FY 2025-26

No. of Meetings Attended

1

Mr. Venkata Bhaskara Rao Chadalavada

6

6

2

Mr.Bhanu Sankara Rao Kota

6

6

3

Mr.Vinay Choudary Chilakapati

6

6

4

Mr.Myneni Narayana Rao (till January 29,

4

4

Mr. Myneni Narayana Rao was entitled to attend four (4) Audit Committee meetings held during the period prior to his cessation
and attended all of them. He did not attend the meetings held on February 11, 2026 and February 13, 2026, and ceased to be a
member consequent upon his resignation as an Independent Director with effect from January 29, 2026

B. NOMINATION & REMUNERATION COMMITTEE

The Company has constituted the Nomination and Remuneration Committee in accordance with the applicable provisions of
Section 178 of the Act and the rules made thereunder. The Company, being listed on the SME Exchange, is exempt from Regulation
Regulation 19 of the SEBI LODR Regulations pursuant to Regulation 15(2)(b) of the said Regulations. Accordingly, the Nomination
and Remuneration Committee functions in accordance with the applicable provisions of the Act, and the rules made thereunder
and SEBI LODR Regulations (to the extent applicable). The Company has formulated a Nomination and Remuneration Policy in
accordance with Section 178 of the Act, which lays down the criteria for appointment, evaluation, and remuneration of Directors
and Key Managerial Personnel. During the FY 2025-26, there were no instances where the Board did not accept any
recommendation of the Nomination and Remuneration Committee.

The Nomination and Remuneration Policy is accessible on the Company's website at https://www.innomet.net/wp-
content/uploads/2026/01/Nomination-and-Remuneration-Policy.pdf
.

The composition of the Nomination and Remuneration Committee is as follows:

Sr.

No.

Name of Member

Nature of Directorship

Status in
Committee

1

Mr. Venkata Bhaskara Rao Chadalavada

Non-Executive Independent Director

Chairman

2

Mr. Bhanu Sankara Rao Kota

Non-Executive Independent Director

Member

3

Ms. Sanjna Chowdary Chilakapati (from February
11,2026)

Non-Executive Non-Independent
Director

Member

4

Mr. Myneni Narayana Rao (till January 29, 2026)

Non-Executive Independent Director

Member

During the FY 2025-26, 2 (Two) meetings of the Nomination and Remuneration Committee were held and the details of number
of Directors attended are as follows

Sl No

Date of Nomination and Remuneration Committee Meeting

Number of Committee Members
Present

1

August 12, 2025

3

2

November 14, 2025

3

Attendance of Nomination and Remuneration Committee Meetings

During the FY 2025-26, the Nomination and Remuneration Committee met 2 (Two) times. The attendance of the members at the
meetings held during the year is as follows:

Sr.

No.

Name of Committee Member

No. of Meetings Entitled to Attend
for the FY 2025-26

No. of Meetings Attended

1

Mr. Venkata Bhaskara Rao Chadalavada

2

2

2

Mr. Bhanu Sankara Rao Kota

2

2

3

Mr. Myneni Narayana Rao

2

2

4

Ms. Sanjna Chowdary Chilakapati

0

0

Notes:

a) Ms. Sanjna Chowdary Chilakapati, was not entitled to attend NRC Committee meetings, as all the meeting held prior to her appointment

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted the Stakeholders' Relationship Committee in accordance with the applicable provisions of Section
178 of the Act and the rules made thereunder. The Company, being alisted entity whose specified securities are listed on the SME
Exchange, is exempt from the applicability of Regulation 20 of the SEBI LODR Regulations , pursuant to Regulation 15(2)(b) of
the said Regulations. The Stakeholders' Relationship Committee is responsible for considering and facilitating the effective
resolution of grievances and complaints of security holders and for such other matters as may be assigned to it by the Board. The
Committee reviews and addresses grievances of shareholders, investors, and other stakeholders in accordance with Section 178
of the Act. During FY 2025-26, there were no instances where the Board did not accept any recommendation of the Stakeholders
Relationship Committee

The composition of the Stakeholders' Relationship Committee during the FY 2025-26 and as applicable at different points of time
was as follows:

Sr.

No.

Name of Member

Nature of Directorship

Status in Committee

1

Mr. Venkata Bhaskara Rao Chadalavada

Non-executive Independent Director

Chairman

2

Mr. Vinay Choudary Chilakapati

Executive Director

Member

3

Mr. Myneni Narayana Rao (till January 29,
2026)

Non-executive Independent Director

Member

4

Ms. Sanjna Chowdary Chilakapati (from
February 11, 2026)

Non-executive Non- Independent
Director

Member

Notes:

a)    Mr. Myneni Narayana Rao ceased to be a member of the Stakeholders' Relationship Committee consequent upon his resignation as an Independent Director
with effect from 29 January 2026.

b)    Ms. Sanjna Chowdary Chilakapati was appointed as a member of the Stakeholders' Relationship Committee with effect from 11 February 2026.

Meetings of the Stakeholders' Relationship Committee

During the FY 2025-26, the Stakeholders' Relationship Committee met 3 (Three) times. The details of the meetings held during
the year are as follows:

Sl No

Date of Committee Meeting

Number of Committee
Members Present

1

May 29, 2025

3

2

November 14, 2025

3

3

February 13, 2026

3

The meetings were duly convened and conducted in accordance with the applicable provisions of the Act. The Committee
considered matters relating to shareholders and security holders, including investor grievances and other matters placed before
it. The proceedings of the meetings were duly recorded and the relevant matters were placed before the Board, as applicable.

Attendance of Stakeholders' Relationship Committee Meetings

Sr. No.

Name of Committee Member

No. of Meetings Entitled to
Attend for the FY 2025-26

No. of Meetings
Attended

1

Mr. Venkata Bhaskara Rao Chadalavada

3

3

2

Mr. Vinay Choudary Chilakapati

3

3

3

Mr. Myneni Narayana Rao

3

3

4

Ms. Sanjna Chowdary Chilakapati

1

1

Investor Grievances

During the FY 2025-26, the Company monitored and addressed investor grievances received through the applicable regulatory
and investor grievance mechanisms. No investor complaints were received during the FY 2025-26 and no complaints were
pending for resolution as at March 31, 2026.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provisions relating to constitution of the Corporate Social Responsibility Committee under Section 135 of the Act, 2013 are
not applicable to the Company for the FY ended March 31, 2026, as the Company does not meet the prescribed criteria for
applicability of the said provisions. Accordingly, the Company has not constituted a Corporate Social Responsibility Committee
during the FY 2025-26.

15.    ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to Section 134(3)(p) of the Act, the Board of Directors carried out an annual evaluation of the performance of the Board,
its Committees and individual Directors for the FY ended March 31, 2026, in accordance with the criteria and process laid down
by the Nomination and Remuneration Committee.

The evaluation of individual Directors was undertaken with reference to their participation and contribution in the affairs of the
Company, attendance and participation in Board and Committee meetings, understanding of the Company's business and
operations, contribution to deliberations and decision-making, and discharge of their duties and responsibilities The Nomination
and Remuneration Committee reviewed the performance of the individual Directors in accordance with the evaluation criteria
adopted by the Company and placed the outcome before the Board for its consideration. The performance of the Board and its
Committees was evaluated collectively with reference to their composition, functioning, effectiveness, participation, deliberations
and discharge of their respective responsibilities.

The performance evaluation was conducted in accordance with the Directors Performance Evaluation Policy of the Company. The
Directors expressed their satisfaction with the evaluation process and the overall performance of the Board, its Committees and
individual Directors. Since the Company has listed its specified securities on the SME Exchange, the corporate governance
provisions under Regulations 17 to 27 of the SEBI LODR Regulations are not applicable to the Company pursuant to Regulation
15(2)(b) of the said Regulations. Accordingly, the above disclosure is made with reference to the applicable provisions of the Act
and the Company's Directors Performance Evaluation Policy. The Directors evaluation policy is available on the Company's
website and may be accessed at
https://www.innomet.net/wp-content/uploads/2026/01/Directors-Performance-Evaluation-
Policy.pdf

16.    VIGIL MECHANISM

The Company has established a Whistle Blower Policy and Vigil Mechanism pursuant to the applicable provisions of Section
177(9) and Section 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. Section
177(9) specifically provides for a vigil mechanism for Directors and employees to report genuine concerns.

The Vigil Mechanism provides a formal framework for Directors and employees to report genuine concerns relating to unethical
behaviour, actual or suspected fraud, violation of the Company's rules, regulations and policies, improper activities or serious
irregularities in the conduct of business. The mechanism provides for adequate safeguards against victimisation of persons who
avail themselves of the Vigil Mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate
or exceptional cases, in accordance with Section 177(10) of the Act. The Vigil Mechanism is intended to promote a culture of
transparency, integrity and ethical conduct within the Company and to provide a secure framework for reporting improper
activities and serious irregularities. The Policy also clarifies that the Vigil Mechanism is not intended to provide a route for raising
personal grievances and does not absolve employees from their duty of confidentiality in the course of their work.

During FY 2025-26, the Vigil Mechanism remained operational. No person was denied access to the appropriate authority under
the Vigil Mechanism. The Company has complied with the applicable provisions relating to the Vigil Mechanism during the FY
ended March 31, 2026. The Whistle Blower Policy and Vigil Mechanism is available on the Company's website and may be
accessed at
https://www.innomet.net/wp-content/uploads/2026/01/Whistle-Blower-Policy-and-Vigil-Mechanism.pdf

17.    FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role,
function, duties, and responsibilities. Furthermore, in accordance with the requirements of SEBI (LODR)Regulations, 2015, the
Company also organizes a familiarization programme for the Independent Directors to enlighten them about the Company, their
roles, rights, and responsibilities within the Company, the nature of the industry in which the Company operates, and the business
model of the Company, among other aspects. Periodic presentations are made to the Board and Board Committee meetings on
business and performance updates of the Company, business strategy, and associated risks. Quarterly updates on relevant
statutory changes, encompassing important amendments, are provided to the Directors

All details necessary for Independent Directors to familiarize themselves with the business and culture of the Company, including
the details of such programmes imparted to them, are available on the Company's website and can be accessed at:
//www.innomet.net/wp-content/uploads/2026/01/Familiarization-Programme-for-Independent-Directors.pdf

18.    COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) read with Section 178(3) of the Act, the Company has formulated and adopted a Nomination and
Remuneration Policy laying down the criteria for determining the qualifications, positive attributes and independence of
Directors and providing the framework for appointment and remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel.

The Policy, inter alia, provides for the criteria for appointment of Directors, KMP and Senior Management Personnel, their
qualifications, experience, skills and other attributes, as well as the principles governing their remuneration. The Policy also
provides the framework for evaluation of the performance of the Board, its Committees and individual Directors.

The Nomination and Remuneration Policy is reviewed by the Nomination and Remuneration Committee and the Board of
Directors, as and when considered necessary, to ensure that it remains aligned with the applicable provisions of the Act and the
requirements of the Company. The Company has complied with the applicable provisions of the Act relating to appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel during the FY 2025-26 . Since the
Company has listed its specified securities on the SME Exchange, the corporate governance provisions specified under
Regulations 17 to 27 of the SEBI LODR Regulations , including Regulation 19 relating to the Nomination and Remuneration
Committee, are not applicable to the Company pursuant to Regulation 15(2)(b) of the said Regulations. The provisions of the Act,
wherever applicable, continue to apply.

In accordance with the proviso to Section 134(3)(e) of the Act, the salient features of the Nomination and Remuneration Policy
are disclosed herein and the complete Policy is available on the Company's website and may be accessed at:
https://www.innomet.net/wp-content/uploads/2026/01/Nomination-and-Remuneration-Policy.pdf

19.    DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:

1.    in the preparation of the annual accounts for the FY 2025-26, the applicable accounting standards have been followed and
there are no material departures from the same;

2.    the Directors 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 as at March 31, 2026 and
of the profit of the Company for the FY ended on that date;

3.    the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

4.    the Directors have prepared the annual accounts on a going concern basis;

5.    the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls
are adequate and were operating effectively; and

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

20.    ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Pursuant to Section 134(5)(e) of the Act, the Company has laid down adequate internal financial controls to be followed by the
Company. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting,
safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and
compliance with applicable policies and procedures.

The internal financial controls are commensurate with the size and nature of the Company's operations and are integrated with
its overall risk management and business processes. The adequacy and effectiveness of such controls are reviewed periodically
through the internal audit and other monitoring mechanisms. During the FY 2025-26, the internal financial controls were
evaluated and tested and no material weakness in the design or operating effectiveness of such controls was identified. The
Statutory Auditors of the Company have also evaluated the internal financial controls with reference to financial reporting and,
as stated in their Independent Auditors' Report, have expressed an unmodified opinion that the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and that such controls were operating effectively
as at March 31, 2026. Accordingly, the Board of Directors confirms that the Company has adequate internal financial controls and
that such controls were operating effectively during the FY 2025-26, in accordance with the requirements of Section 134(5)(e)
of the Act.

21.    SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As at March 31, 2026, the Company does not have any Holding Company, Subsidiary Company, Associate Company or Joint
Venture Company.

During the FY 2025-26 no company has become or ceased to be a Subsidiary Company, Associate Company or Joint Venture
Company of the Company. Accordingly, the provisions relating to reporting on the performance and financial position of
Subsidiary Companies, Associate Companies and Joint Venture Companies and their contribution to the overall performance of
the Company are not applicable for the FY 2025-26.

ACQUISITION OF SWASTIK TUNGSTEN PRIVATE LIMITED

During the FY 2025-26, the Company approved the proposal for acquisition of 57.5% of the equity share capital of Swastik
Tungsten Private Limited (“Swastik Tungsten”), a company engaged in the business of tungsten metal powder and having its
registered office at Shrirampur, Maharashtra. Swastik Tungsten was incorporated on September 29, 2010. The Board of Directors,
at its meeting held on February 13, 2026, approved the proposal for acquisition of 57.5% stake in Swastik Tungsten for a
consideration of Rs. 1.50 Crores, subject to the terms and conditions of the Share Purchase Agreement and completion of the
applicable process under the approved Resolution Plan. The proposed acquisition is strategically aligned with the Company's
business objectives, particularly for strengthening and securing the supply of tungsten metal powder for the Company's
operations. Upon completion of the proposed acquisition, Swastik Tungsten would become a subsidiary of the Company. The
proposed acquisition does not constitute a Related Party Transaction, and none of the Promoter, Promoter Group or Group
Companies of the Company has any interest in the entity proposed to be acquired. As at March 31, 2026, the proposed acquisition
of
Swastik Tungsten Private Limited was still in process and, accordingly, the company was not a subsidiary of the Company
as at the end of the financial year 2025-26. The requisite disclosure in respect of the proposed acquisition, including the material
details of the transaction, was made to the stock exchange by the Company.

22.    ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act,, read with the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company for the FY 2025-26, is available on the website of the Company and can be accessed at:
https://www.innomet.net/investor-relations/

23.    AUDITORS AND AUDITOR'S REPORT
A. STATUTORY AUDITOR AND AUDIT REPORT
STATUTORY AUDITORS

M/s. C N D & Associates, Chartered Accountants (Firm Registration No. 030019N) were appointed as the Statutory Auditors of
the Company at the AGM held on September 14, 2024, for a term of five consecutive years, commencing from FY 2024-25 and
continuing up to FY 2028-29, to hold office from the conclusion of the said AGM until the conclusion of the 10th [AGM Annual
General Meeting of the Company, subject to the provisions of the Act and the rules made thereunder. Accordingly, M/s. C N D &
Associates, Chartered Accountants, continue to be the Statutory Auditors of the Company for
FY 2025-26.

The Statutory Auditors have issued their Independent Auditor's Report on the standalone financial statements of the Company
for the FY ended March 31, 2026. The Auditor's Report is unmodified and does not contain any qualification, reservation, adverse
remark or disclaimer. Accordingly, the Auditor's Report does not call for any explanation or clarification from the Board of
Directors. The Independent Auditor's Report forms part of this Annual Report.

B. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204(1) of the Act, read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company is required to obtain a Secretarial Audit Report from a Practising Company Secretary and
annexed to the Board's Report.

Accordingly, Mr. M Ramana Reddy, Practising Company Secretary, was appointed as the Secretarial Auditor of the Company to
conduct the Secretarial Audit for the FY 2025-26. The Secretarial Audit Report in Form MR-3 for the FY ended March 31, 2026,
issued by Mr. M Ramana Reddy, Practising Company Secretary, is annexed to this Board's Report as Annexure - C and forms an
integral part of this Report.

The Secretarial Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any
explanation or comment from the Board of Directors.

24.    FRAUDS REPORTED BY AUDITORS

During the FY 2025-26 no fraud was reported by the Statutory Auditors of the Company under Section 143(12) of the Act to the
Audit Committee or the Board of Directors. Further, the Statutory Auditors, in their Independent Auditors' Report for the FY 2025¬
26 have reported that no fraud by the Company and no material fraud on the Company has been noticed or reported during the
year.

25.    CORPORATE SOCIAL RESPONSIBILITY POLICY

During the FY 2025-26, the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 were not applicable to the Company, as the Company did not meet the prescribed criteria for applicability of the said
provisions. Accordingly, the Company was not required to undertake the statutory CSR activities or make the disclosures
prescribed under Section 135 of the Act and the Rules made thereunder.

However, as a matter of good corporate governance and social responsibility, the Company has voluntarily adopted a Corporate
Social Responsibility Policy (“CSR Policy”). The CSR Policy sets out the objectives, scope and areas of CSR activities,
implementation and monitoring mechanism, CSR budget, reporting and disclosure framework and other related matters.

The CSR Policy is available on the website of the Company at:

https://www.innomet.net/wp-content/uploads/2026/01/Corporate-Social-Responsibility-Policy.pdf

26.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans given, guarantees provided, securities created and investments made by the Company during the financial
year 2025 26, as required under Section 186 of the Act, are disclosed in the notes to the Financial Statements forming part of this
Annual Report. During the year under review, the Company has not given any corporate guarantee or provided any security on
behalf of any other company/person, except as disclosed in the Financial Statements, wherever applicable.

27.    PUBLIC DEPOSITS

During the FY 2025-26, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014. There were no deposits outstanding as at April 1, 2025, being the
beginning of the financial year, and no deposits were outstanding as at March 31, 2026, being the end of the financial year. Further,
there were no amounts remaining unpaid or unclaimed in respect of deposits as at March 31, 2026.

28.    RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment and Management Policy and are responsible for reviewing
the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the area of
financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

29.    RELATED PARTIES TRANSACTIONS

During the FY 2025-26 , all transactions entered into by the Company with its related parties were in the ordinary course of
business and on an arm's length basis, wherever applicable. The details of transactions entered into with related parties during
the FY 2025-26 , as referred to in Section 188 of the Act, are disclosed in Form AOC-2, annexed to this Report as Annexure - A
There were no materially significant related party transactions entered into by the Company FY 2025-26 which could have a
potential conflict with the interests of the Company at large. The details of related party transactions are also disclosed in the
Notes to the Financial Statements, forming part of the Annual Report. The Company has obtained the requisite approvals of the
Board of Directors / Members, wherever applicable, in accordance with the provisions of the Act. The related party transactions
were also placed before the Audit Committee, wherever applicable, in accordance with the applicable provisions.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board
of Directors, is available on the website of the Company at:

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board
of Directors, is available on the website of the Company at:

https://www.innomet.net/wp-content/uploads/2026/01/Policy-on-Materialitv-of-Related-Partv-Transactions-Dealing-with-

Related-Partv-Transactions.pdf

30.    MANAGEMENT'S DISCUSSION AND ANALYSIS

The Management's Discussion and Analysis Report for the FY ended March 31, 2026, prepared in accordance with Regulation
34(2)(e) read with Schedule V of the SEBI LODR Regulations, forms part of this Annual Report below:

MANAGEMENT DISCUSSION AND ANALYSISInnomet Advanced Materials Limited - FY 2025-261. Overview

Innomet Advanced Materials Limited (“Innomet” or “the Company”) is a specialised advanced-materials manufacturer with two
principal business divisions:
Metal & Alloy Powders and Tungsten Heavy Alloys (THA). The Company operates at the
intersection of powder metallurgy, critical materials, precision manufacturing and strategic applications, serving industries
including defence, aerospace, radiation shielding, diamond tools, engineering, additive manufacturing and other specialised
industrial applications.

The Company's business model is focused on developing customised materials and components for applications where material
performance, consistency, quality and qualification are critical. Through its Metal Powder division, Innomet manufactures ferrous
and non-ferrous powders using water and air atomisation, while its Innotung business manufactures high-density tungsten heavy
alloy products through powder-metallurgy processes.

FY2025-26 marked an important phase in the Company's evolution. Revenue from Operations increased by 66% to Rs.53.86
crore, exports increased significantly, the THA division secured AS 9100D certification, the Company proposed acquisition a
controlling interest in Swastik Tungsten Private Limited, and a DRDO-supported project with IIT Hyderabad was sanctioned for
development of a 100 kg gas atomisation facility. These initiatives are intended to strengthen Innomet's position in higher-value
applications and strategic-material supply chains.

2.    Global Economic Environment

The global economy entered FY2025-26 amid resilient but uneven economic activity, elevated geopolitical tensions, trade
fragmentation and continued investment in technology and artificial intelligence. By early 2026, the environment had become
more complex, with conflict in West Asia, renewed energy-market risks and increased uncertainty around trade and supply
chains.

According to the IMF's July 2026 World Economic Outlook Update, global growth is projected at 3.0% in 2026 and 3.4% in
2027
, while global headline inflation is projected at 4.7% in 2026.

The environment presents both challenges and opportunities for manufacturers. Higher geopolitical risk, energy-price volatility
and trade fragmentation are increasing costs and uncertainty, while governments and businesses are simultaneously accelerating
investments in strategic manufacturing, defence, energy security and supply-chain resilience.

This is contributing to a shift in sourcing priorities. Customers are increasingly evaluating suppliers not only on cost, but also on
security of supply, geographic diversification, traceability, quality certification and technical capability. The resulting
“China+1” trend is particularly relevant to manufacturers of specialised and critical materials.

3.    Indian Economic Environment

India continues to remain among the world's fastest-growing major economies. The IMF's July 2026 update projects Indian real
GDP growth at 6.4% for 2026, supported by resilient domestic demand, consumption and services activity.

At the same time, India's manufacturing ecosystem is undergoing structural transformation. Initiatives including Make in India,
Atmanirbhar Bharat, defence indigenisation, import substitution, additive manufacturing and strategic technologies
are

creating opportunities for domestic suppliers of specialised materials and components.

Materials that were historically imported are increasingly being considered for domestic development where they are critical to
strategic sectors or represent supply-chain vulnerabilities. This creates opportunities for technically capable Indian
manufacturers to move towards specialised, higher-value applications.

For Innomet, India's manufacturing growth, defence modernisation, aerospace ambitions and increasing emphasis on domestic
technology provide a favourable structural backdrop for both its Metal Powder and THA businesses.

4.    Powder Metallurgy Industry

Powder metallurgy converts metal powders into components through processes including compaction and sintering, metal
injection moulding, hot isostatic pressing and additive manufacturing. The technology offers advantages in material utilisation,
complex geometries, dimensional precision and repeatability.

The global metal-powder market is expanding steadily, supported by increasing adoption across advanced engineering,
aerospace, defence, healthcare and additive manufacturing. Asia Pacific remains the largest regional market, while additive
manufacturing represents one of the faster-growing technology segments.

India's metal-powder industry is also developing as domestic manufacturing capabilities expand and applications move beyond
conventional automotive requirements.

The opportunity for Indian manufacturers increasingly lies in high-purity, customised and tightly controlled powders for
specialised applications. Innomet's focus on specialty grades and customised powders positions it to participate in these higher-
value segments rather than compete primarily in commodity-scale production.

Source: Grand View Research

5. Tungsten Industry

Tungsten is a strategically important refractory metal, valued for its high melting point, density, hardness, wear resistance and
ability to withstand extreme temperatures.

The largest application is tungsten carbide/cemented carbide, used extensively in cutting tools, mining, drilling and wear-
resistant applications. Tungsten is also used in heavy alloys, steels, superalloys, electronics, electrical applications, radiation
shielding and defence-related applications.

The broader tungsten industry is supported by demand across industrial, defence and advanced-manufacturing applications.
More importantly for Innomet, significant value addition occurs downstream of primary tungsten production through metal
powders, carbide powders, ready-to-press materials and finished components.

The strategic opportunity for the Company therefore extends beyond its existing THA business towards progressively
participating in a broader tungsten value chain.

India tungsten powder market, 2025: approximately US$70 million

India tungsten carbide powder market, 2024: approximately US$329.6 million

India tungsten carbide powder market, 2030: approximately US$454.6 million

Source: Grand View Research

6. Tungsten Supply Chain and Strategic Importance

China remains the dominant producer and consumer of tungsten. According to USGS data, China produced approximately 67,000
tonnes of tungsten in 2025, accounting for nearly 79% of global mined tungsten production.

China's export controls on selected tungsten products, introduced in February 2025, contributed to increased international prices
and heightened supply-chain concerns.

TUNGSTEN PRICE MOVEMENT

With primary supply concentrated geographically, alternative sourcing, recycling and downstream processing are becoming
increasingly important. For manufacturers, supply security is consequently becoming a strategic consideration alongside cost
and quality.

For Innomet, this environment reinforces the rationale for developing greater control over the tungsten value chain. The
acquisition of Swastik Tungsten provides a platform for greater access to tungsten metal powder, while the Company's existing
THA business provides downstream exposure to specialised applications.

7.    Tungsten Heavy Alloys and Defence

Tungsten Heavy Alloys typically contain approximately 90-98% tungsten, combined with nickel, iron or other alloying elements.
Their high density, strength, wear resistance, machinability and radiation absorption characteristics make them suitable for
specialised applications.

Innomet's THA products include bars, plates, cubes, spheres and customised components used in defence penetrators and pre¬
fragments, aerospace balance weights, vibration-damping components, radiation shielding, collimators, ballast and specialised
engineering applications.

The THA market is relatively small compared with the overall tungsten industry, accounting for approximately 5%-8% of global
tungsten consumption. Its attractiveness therefore lies less in commodity-scale volumes and more in technical qualification,
customer approvals, application-specific design and value addition.

For Innomet, this makes its ability to develop customised products and meet stringent quality and qualification requirements an
important competitive differentiator.

8.    Defence Spending: A Structural Demand Driver

Global defence expenditure has entered a period of sustained expansion, supported by geopolitical uncertainty, military
modernisation and replenishment of defence inventories.

India is participating in this broader trend, with defence expenditure and domestic procurement receiving increasing policy
emphasis. The Union Budget 2026-27 has allocated a record
Rs.7.85 lakh crore to the Ministry of Defence, including significant
allocations for capital expenditure and procurement from domestic defence industries.

The underlying trend is important for advanced-material manufacturers. Modern defence systems increasingly require materials
combining high density, strength, wear resistance, thermal stability and precision.

For Innomet, growing domestic procurement and localisation create opportunities across specialised materials and components,
particularly where technical capability, qualification and reliable domestic supply are important considerations.

Source: SIPRI, RBI

9. Company Performance
Financial Performance

Innomet delivered strong top-line growth in FY26. Revenue from Operations increased from Rs.32.52 crore in FY25 to
Rs.53.86 crore
, representing growth of 66%.

EBITDA increased from Rs.5.06 crore to Rs.5.61 crore, while EBITDA margin moderated from 15.56% to 10.42%. PAT stood at
Rs.1.57 crore, compared with Rs.1.86 crore in FY25.

The moderation in margins occurred in a year of sharp increases in key raw-material prices, particularly tungsten, copper and
other base metals. The Company responded by shortening quotation validity, adopting order-linked procurement practices and
strengthening its raw-material strategy.

The Company also continued to invest in market development, including participation in international exhibitions and industry
platforms. These initiatives have expanded visibility and strengthened relationships with prospective customers and partners,
creating opportunities for future business conversion.

The acquisition of Swastik Tungsten represents a further strategic response to raw-material volatility and the Company's
objective of progressively strengthening its position in the tungsten value chain.

Key Financial Ratios (comparative indicators, explanations)

Particulars

31-Mar-26

31-Mar-25

%

Variance

Explanation for change in ratio for
more than 25%

(i) Debtors Turnover (in days)

58.81

55.41

6.1

NA

(ii) Inventory Turnover ratio

3.93

2.67

47

Increase in sales during the year amid
flat inventory

(iii) Interest Coverage Ratio

1.57

3.04

-48.4

Decline mainly due to increasing debt
service obligations

(iv) Current Ratio

3.45

3.00

15.0

NA

(v) Debt Equity Ratio

0.35

0.37

-5.7

NA

(vi) Operating Profit Margin (%)

10.41

15.56

-33.0

The decline was primarily due to higher
raw material costs and increased
business development and marketing
expenditure during the year to
strengthen market presence and
customer relationships.

(vii) Net Profit Margin (%)

2.92

5.74

-49.1

The decline was primarily attributable to
lower operating margins

(viii) Return on Net Worth
(RONW) (%)

5.71

9.31

-38.7

Decrease in the profit during the year

Strategic Leadership

Post year-end, the Company further strengthened its strategic leadership with the appointment of Mr. P. Radhakrishna as
Strategic Advisor in July 2026. His experience and strategic guidance are expected to support Innomet's growth agenda,
particularly in strengthening business development, strategic relationships and participation in emerging opportunities across
advanced materials, defence and aerospace.

10. Revenue Mix and Market Diversification

The Metal & Alloy Powder division contributed approximately Rs 40.6 crore in revenue, accounting for 75.4% of FY26 revenue,
while Tungsten Heavy Alloys contributed Rs 13.3 crore, or
24.6%.

Exports increased significantly, accounting for 18.3% of FY26 revenue compared with 9.7% in FY25. The Company supplied
customers across markets including the United States, Israel, Japan, the United Kingdom, the Netherlands, New Zealand and
Lebanon.

The increase in exports reflects growing international customer engagement and provides an important avenue for market
diversification. International customers also typically require higher levels of product qualification, documentation, traceability
and consistency, supporting the Company's continued focus on quality systems and technical capabilities.

11. Metal & Alloy Powder Division

The Metal Powder division manufactures specialty ferrous and non-ferrous powders through water and air atomisation. Its
portfolio includes copper, bronze, brass, nickel, tin, stainless steel, iron and customised alloy powders.

Applications include powder-metallurgy components, diamond tools, welding and brazing, catalysts, surface coatings, automotive
components, bearings and additive manufacturing.

The division's positioning is based on customisation and specialty grades rather than commodity-scale production, enabling
the Company to address applications requiring specific chemistry, particle-size distribution or performance characteristics.

Export revenue from Metal Powders reached approximately Rs.8.5 crore in FY26, supported by increasing engagement with
overseas customers.

The next phase of growth is expected to increasingly include gas-atomised and higher-value powders. Gas atomisation enables
tighter particle-size distributions and higher purity, supporting applications in additive manufacturing, aerospace, defence and
advanced engineering.

The Company is also developing opportunities in high-purity spherical powders, surface coatings, hydrogen-related components
and battery materials. Several of these remain at development or qualification stages and therefore represent medium- to long¬
term opportunities.

12.    Tungsten Heavy Alloy Division

The Tungsten Heavy Alloy division is one of Innomet's most strategically differentiated businesses. The Company is India's first
private-sector manufacturer of THA, supplying high-density components for defence, aerospace, radiation shielding and
specialised engineering applications.

Its product portfolio includes tungsten cubes, spheres, bars, plates, balance weights, vibration-damping components, radiation¬
shielding components and customised products manufactured to customer drawings.

The division has current installed capacity of approximately 60 tonnes per annum, following commissioning of a new furnace
that increased capacity from approximately 18 tonnes per annum.

The Company's AS 9100D certification for the THA division represents an important capability milestone. It strengthens the
Company's ability to address aerospace and defence customers that require stringent quality systems, traceability, process
control and qualification.

International market development also gained traction during FY26. The Company's relationship with Scope Metals in Israel
resulted in multiple THA orders and, post year-end in May 2026, an order of approximately
Rs.15 crore. Additional orders have
also been received from international customers.

Over time, the Company intends to increase value addition by moving beyond semi-finished tungsten shapes towards more
complex, customised and finished components.

13.    Swastik Tungsten Acquisition

In February 2026, Innomet proposed to acquire a 57.5% stake in Swastik Tungsten Private Limited for Rs.1.5 crore. The to-
be acquired facility has installed capacity of approximately
120 tonnes per annum, primarily for tungsten metal powder.

The acquisition provides two strategic benefits.

First, it offers a pathway towards backward integration into tungsten metal powder, strengthening raw-material security for
the Company's THA business.

Second, it provides a platform for a potential downstream business comprising tungsten metal powder, tungsten carbide
powder, ready-to-press powders and, over time, finished tungsten carbide components.

Rahul Arbatti and Ajit Arbatti, who have been managing Swastik Tungsten, will continue to lead the business following the
acquisition. This continuity is expected to preserve operational knowledge and customer relationships while the facility
undergoes refurbishment and progressive restart.

Initial production is expected at approximately 2-3 tonnes per month, with the objective of progressively ramping up towards
installed capacity of approximately 10 tonnes per month.

14.    Technology, R&D and New Capabilities

Innomet is increasingly focused on developing higher-value materials and applications.

A key initiative is the 100 kg inert-gas atomisation project being developed in collaboration with IIT Hyderabad and the
Defence Metallurgical Research Laboratory under DRDO support. With a sanctioned project outlay of approximately
Rs.8.73
crore
, the facility is expected to produce 200-250 tonnes of clean metal powders annually once fully operational over the next
two to three years.

The facility is intended to support aerospace, defence and additive-manufacturing applications requiring high purity, controlled
particle morphology and tight particle-size distributions.

The Company is also progressing R&D initiatives in additive-manufacturing powders, pure iron powders, surface coatings,
hydrogen-related components, battery materials, tungsten and molybdenum products. These initiatives are at different stages of
development and qualification and should therefore be viewed primarily as medium- to long-term opportunities.

15.    International Market Development

International market development has become an increasingly important component of Innomet's growth strategy.

During FY26, the Company participated in PowderMet in the United States, DSEI in London and other specialised industry
platforms covering powder metallurgy, additive manufacturing, aerospace and defence. It has also developed representative and
market-development relationships in the United States and Israel.

The Company's appointment of Scope Metals as its exclusive market agent in Israel provides access to a strategically important
aerospace and defence ecosystem. Purchase orders commenced in March 2026, with cumulative orders subsequently forming
part of the Company's overall order book of over
Rs.45 crore.

The international strategy remains focused on selective market penetration where Innomet's product customisation, technical
capabilities, certifications and manufacturing competitiveness provide a differentiated proposition.

16.    Capacity and Growth Strategy

Innomet's existing manufacturing infrastructure provides a platform for growth through improved utilisation, product mix and
incremental capacity expansion.

The Metal Powder business currently has approximately 600 tonnes per annum of water-atomisation capacity, with a
roadmap to double this to 1,200 TPA over the medium term. Gas atomisation is projected to add approximately
150 TPA by the
end of the current fiscal year
, while the DRDO-supported facility is expected to add a further 200-250 TPA once fully
operational.

The Company's in-house THA capacity is approximately 60 tonnes per annum, while Swastik Tungsten provides an additional
120 tonnes per annum of tungsten-related capacity as operations are progressively restarted.

Management's immediate objective is to build towards a Rs.100 crore annualised revenue run-rate, supported by better
utilisation of existing capacity, improved product mix, exports and the contribution from new tungsten-related products.

17.    Order Book and FY27 Visibility

The Company entered FY27 with strong order momentum. Management reported an order book of over Rs.45 crore, providing
meaningful near-term revenue visibility.

The order pipeline is supported by domestic defence demand, international customer development, the Company's quality
credentials, China+1 sourcing opportunities and increasing demand for reliable suppliers of critical materials.

The product mix in FY27 is expected to shift increasingly towards THA, supported by growing international traction for
specialised applications.

At the same time, defence and aerospace programmes typically involve lengthy qualification and approval cycles. Consequently,
conversion of the broader opportunity pipeline into revenue is expected to remain phased and may result in quarter-to-quarter
variability.

18.    Sustainability and Responsible Manufacturing

Powder metallurgy is inherently material-efficient as it can reduce material wastage and minimise secondary machining. Innomet
further supports resource efficiency through the use of secondary raw materials, including tungsten carbide scrap and select
metal scraps, for metal powder production.

The Company operates rainwater harvesting and water-reuse systems with zero untreated discharge. Its 280 kW solar
installation generated approximately 2.65 lakh units in FY26, meeting around 25% of overall electricity requirements.

Copper and steel scrap are also recycled within operations.

These initiatives support the Company's objective of improving resource efficiency while expanding manufacturing capacity.

19.    Key Risks and Mitigation
Raw Material Price Volatility

Tungsten, copper and other metal prices can be volatile and can affect working capital and margins.

Mitigation: The Company is strengthening backward integration through Swastik Tungsten, adopting order-linked procurement
practices and increasing value addition.

Customer Qualification Cycles

Aerospace and defence customers typically require extensive qualification, testing and approvals, which can lengthen the period
between business development and commercial revenue.

Mitigation: AS 9100D certification, technical collaboration and engagement with established OEMs and defence organisations
are expected to strengthen the Company's qualification pipeline.

Working Capital

The business requires inventory to be maintained against customer orders, particularly where raw-material prices are volatile
and delivery cycles are extended.

Mitigation: The Company continues to work on customer advances, order-linked procurement, banking facilities and improved
inventory management.

Concentration and Order Lumpiness

Defence and aerospace orders can be project-driven and therefore uneven across periods.

Mitigation: The Company is diversifying across Metal Powders, THA, industrial applications and international markets.

Export and Geopolitical Risks

International operations expose the Company to currency movements, tariffs, geopolitical developments and changing trade
regulations.

Mitigation: The Company is developing multiple international markets and focusing on specialised products where technical
capability is a stronger differentiator than price alone.

20. Outlook

Innomet's outlook is supported by a combination of industry tailwinds and company-specific capabilities.

Globally, defence modernisation, supply-chain diversification and the strategic importance of critical materials are increasing
demand for specialised materials. Powder metallurgy is also benefiting from greater adoption of advanced manufacturing
technologies, while additive manufacturing is creating demand for high-purity and tightly controlled metal powders.

Tungsten represents a particularly important strategic opportunity. Concentrated global supply, changing trade policies and
increasing demand from defence, aerospace, mining and advanced manufacturing are creating opportunities for alternative
supply chains and downstream value addition.

In India, higher defence spending, domestic procurement, aerospace development and the Atmanirbhar Bharat agenda provide a
supportive environment for indigenous advanced-material manufacturers.

Innomet is positioned to participate in these opportunities through its combination of specialty metal powders, THA capabilities,
international customer relationships, quality credentials, tungsten value-chain integration and investments in next-generation
powder manufacturing.

The Swastik Tungsten acquisition provides a platform for both greater tungsten raw-material security and a potential
downstream revenue vertical. The 100 kg gas atomisation project provides an additional pathway into higher-purity and higher-
value powder applications.

The immediate focus remains on disciplined execution — integrating Swastik Tungsten, ramping up available capacity,
converting the international customer pipeline, improving working-capital efficiency, increasing exports and maintaining
stringent quality standards.

Over the medium term, the Company aims to establish Innomet as a globally competitive Indian advanced-materials
manufacturer with deeper participation in strategic supply chains across defence, aerospace, additive manufacturing,
energy and other specialised industries.

The Company remains focused on sustainable growth and increasing value addition rather than pursuing volume at the expense
of returns. With growing customer qualifications, a stronger international presence, greater tungsten integration and investments
in next-generation manufacturing capabilities, Innomet is positioned to participate in the long-term shift towards specialised,
resilient and domestically anchored advanced-material supply chains.

Forward-Looking Statements

Certain statements in this Annual Report are forward-looking and are based on the Company's current expectations and
assumptions. Actual results may differ materially due to various risks and uncertainties. The Company assumes no obligation to
update such statements, except as required by applicable laws.

31.    CORPORATE GOVERNANCE REPORT

The Company has listed its specified securities on the SME Exchange. Accordingly, pursuant to Regulation 15(2)(b) of the SEBI
LODR Regulations , the provisions relating to corporate governance contained in Regulations 17 to 27, clauses (b) to (i) and (t) of
Regulation 46(2), and paragraphs C, D and E of Schedule V to the said Regulations are not applicable to the Company. Accordingly,
the Corporate Governance Report is not applicable to the Company and, therefore, does not form part of this Annual Report for
the FY 2025-26.

32.    INSIDER TRADING

The Company has adopted and implemented a comprehensive framework for prevention of insider trading in compliance with
the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT Regulations”), as amended from time to
time.

The Company has formulated and adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons
and their Immediate Relatives and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI).

The Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted
by the Company and are made available on the Website of the Company. Weblink: https:/ / www.innomet.net/investor-relations/

The Code of Conduct, inter alia, provides for procedures relating to identification of Designated Persons, trading window
restrictions, pre-clearance of trades, monitoring of trades, reporting and disclosure requirements and restrictions relating to
contra trade, as applicable. The Company also has appropriate systems and procedures for identification, handling, preservation
and dissemination of UPSI and for ensuring that UPSI is shared only for legitimate purposes, performance of duties or discharge
of legal obligations. The Company has maintained a Structured Digital Database (SDD) in accordance with the applicable
provisions of the SEBI PIT Regulations , containing the requisite information relating to UPSI and the persons with whom such
UPSI is shared, together with appropriate controls and audit trails to ensure integrity and non-tampering of the database..

The Company has also implemented appropriate procedures for closure and opening of the trading window, pre-clearance of
trades, monitoring of trading by Designated Persons and their Immediate Relatives and reporting of trades, wherever applicable.
The Company undertakes necessary communication and awareness initiatives to familiarise Designated Persons and other
relevant personnel with their obligations under the Code and the applicable provisions of the PIT Regulations.

During the FY 2025-26, the Company complied with the applicable provisions of the SEBI PIT Regulations and the Codes adopted
thereunder. No material non-compliance or violation of the said Regulations or the Company's Codes was reported during the FY
2025-26.

33. GENERAL SHAREHOLDER INFORMATION

A

AGM: Day, Date, Time and Venue

Tuesday, September 22, 2026, at 11:30 A.M IST through VC/OAVM

B

Financial Year

2025-26

C

Cut-off date for the purpose of determining
shareholders for voting

September 15, 2026

D

Listing on Stock Exchanges

NSE-Emerge

E

Scrip Code/Symbol

INNOMET

F

ISIN

INE0S1D01010

G

Payment of Listing Fees

The Company confirms that it has paid Annual Listing fees due to
the stock exchange for the FY 2025-26

H

Registrar and Share Transfer Agents

Skyline Financial Services Private limited

Add.: A/506, Dattani Plaza, Andheri Kurla Road, Safeed Pool,
Andheri East, Mumbai - 400 072, Maharashtra, India
Website: www.skylinerta.com: Email: [email protected]

34.    BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company, being listed on the SME Exchange,
and accordingly the Company has not prepared the BRSR for the FY 2025-26

35.    DECLARATION REGARDING COMPLIANCE WITH THE CODE OF CONDUCT:

The disclosure prescribed under Para D of Schedule V to the SEBI LODR Regulations is not applicable to the Company pursuant
to Regulation 15(2) of the said Regulations.

36.    CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE:

The requirement relating to the Corporate Governance Compliance Certificate prescribed under Para E of Schedule V to the SEBI
LODR Regulations is not applicable to the Company pursuant to Regulation 15(2) of the said Regulations.

37.    DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

There were no equity shares lying in the Demat Suspense Account/Unclaimed Suspense Account of the Company as at March 31,
2026.

38.    DISCLOSURE OF AGREEMENTS UNDER CLAUSE 5A OF PARAGRAPH A OF PART A OF SCHEDULE III OF THE SEBI
SEBI LODR Regulations:

There were no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, Key
Managerial Personnel or employees of the Company, or of its holding, subsidiary or associate company, among themselves or
with the Company or with any third party, which, either directly or indirectly or potentially, impact the management or control
of the Company or impose any restriction or create any liability upon the Company. Accordingly, there were no agreements
requiring disclosure under Clause 5A of Paragraph A of Part A of Schedule III of the SEBI LODR Regulations

39.    ANNUAL SECRETARIAL COMPLIANCE REPORT UNDER REGULATION 24A

For an SME-listed entity, the Annual Secretarial Compliance Report under Regulation 24A of SEBI LODR is not applicable,
pursuant to the SME exemption under Regulation 15(2), subject to the current applicability conditions.

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

The Company is committed to providing a safe, respectful and conducive working environment for all its employees and has
adopted a policy for prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”).

The Company has constituted an Internal Committee in accordance with the applicable provisions of the POSH Act to address and
redress complaints relating to sexual harassment at the workplace.

During the FY 2025-26, the Company has not received any complaint of sexual harassment. Further, there were no applications
made or proceedings pending under the POSH Act during the year.

The details of complaints during the FY 2025-26 are as follows:

Sr. No.

Particulars

No. of Complaints

1

Number of Complaints of sexual harassment received in the Year

0

2

Number of Complaints disposed off during the Year

0

3

Number of Cases pending for more than Ninety days

0

The Company's Policy on Prevention of Sexual Harassment at Workplace is available on the Company's website at:
https://www.innomet.net/wp-content/uploads/2026/01/Prevention-of-Sexual-Harassment-Policy.pdf

41.    AFFIRMATION OF COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961 - COMPLIANCE OF SOCIAL
SECURITY CODE

Compliance with the Code on Social Security, 2020

The Company is in compliance with the applicable provisions of the Code on Social Security, 2020, including those relating to:

•    Employees' Provident Fund contributions under Chapter III.

•    Employees' State Insurance coverage under Chapter IV (where applicable).

•    Gratuity obligations under Chapter V.

•    The Company hereby affirms that, during the FY 2025-26, it has complied with the applicable provisions of the Maternity
Benefit Act, 1961 and the rules made thereunder and has provided maternity benefits to eligible women employees in
accordance with the applicable statutory requirements.

During the year under review, the Company has duly deposited contributions, maintained records, and ensured timely
disbursement of benefits to eligible employees. There were no adverse remarks, penalties, or non compliances under the Code
on Social Security, 2020 for FY 2025 26

42.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A

Conservation of Energy

For the FY 2025-26

 

(i) Steps taken or impact on conservation of energy

a)    During the FY 2025-26, the Company continued to undertake various
initiatives towards energy conservation, energy efficiency and
increased utilisation of renewable energy. The key measures
undertaken are as follows:

b)    Installation of LED Lighting: The Company has installed LED
lighting throughout its plant as an energy conservation measure. The
initiative provides longer service life for lighting equipment, reduces
electricity consumption and improves overall energy efficiency.

c)    Installation of Rooftop Solar Energy System: The Company has
installed a 280 kW rooftop solar energy system at its plant, involving
a capital investment of approximately Rs. 80.72 lakh. The initiative
promotes the use of renewable energy, reduces dependence on
conventional sources of electricity and contributes to overall energy
efficiency, savings in electricity costs and reduction of the Company's
carbon footprint.

d)    Natural Lighting and Ventilation: The factory shed has been
designed to maximise the use of natural daylight and airflow,
thereby reducing dependence on artificial lighting and improving
energy efficiency. LED lighting is used during night-time operations.

e)    Rainwater Harvesting and Water Conservation: The Company has
installed a rainwater harvesting system with a storage capacity of 5
lakh litres. The harvested water is filtered and stored for reuse and is
estimated to meet approximately two-thirds of the Company's
annual water consumption, thereby reducing dependence on
external water sources.

f)    Bio Sewage Treatment Plant: The Company has installed a Bio
Sewage Treatment Plant (Bio-STP) with a capacity of 5,000 litres per
day. The treated water is reused for irrigation of plantations and
greenery within the plant premises, thereby promoting water
conservation and sustainable utilisation of water resources.

g)    Environmental Control Measures: The Company has installed a
scrubber system to control and minimise the release of atmospheric
contaminants generated during its manufacturing processes and to
support compliance with applicable environmental standards.

   

h)    Green Initiatives: More than 100 varieties of plants have been planted
within the factory premises to enhance biodiversity and promote a
green and sustainable working environment.

i)    Net Zero Discharge: The Company's facility operates as a Net Zero
Discharge Plant, with systems in place to ensure that untreated
wastewater is not discharged into the environment

 

ii) Steps taken for utilizing alternate sources of
energy:

The Company has installed a 280 kW rooftop solar energy system at its
plant to promote the use of renewable energy, reduce dependence on
conventional sources of electricity and improve overall energy efficiency.
The initiative is expected to result in significant savings in electricity costs
and contribute to the reduction of the Company's carbon footprint.

 

(iii) Capital investment on energy conservation
equipment:

Company has made a capital investment of approximately Rs. 80.72 lakh
towards energy conservation equipment, including the 280 kW rooftop
solar energy system installed at its plant.

B

Technology Absorption

 
 

(i) Efforts made towards technology absorption:

During the FY 2025-26, the Company continued its efforts towards
technology absorption and process improvement with a focus on
enhancing operational efficiency, productivity, quality and
environmental sustainability.

1.    Adoption of semi-automation in production processes: The Company
has adopted semi-automation in its production processes to improve
process efficiency, enhance productivity, reduce manual intervention,
improve consistency in operations and optimise utilisation of resources.

2.    Installation of Bio-STP Plant: The Company has installed a Bio Sewage
Treatment Plant (Bio-STP) for effective treatment and management of
sewage generated at its plant. The initiative is aimed at promoting
environmentally sustainable operations, improving water management
and facilitating the responsible treatment and reuse/disposal of treated
water, as applicable.

Most of the production operations of the Company continue to be carried
out through manual processes; however, the Company is progressively
adopting suitable automation and technology-based solutions wherever
technically and commercially feasible.

 

(ii) Benefits derived:

The technology absorption and process improvement initiatives

undertaken by the Company have resulted in the following benefits:

1.    Increased productivity through improved efficiency and partial
automation of production processes.

2.    Ease and efficiency in material handling by reducing manual
intervention and improving the movement and handling of
materials within the plant.

3.    Effective utilisation of treated water generated through the Bio-STP
for gardening and landscaping within the plant premises, thereby
promoting water conservation and enhancing the greenery and
environmental sustainability of the Company's premises.

4.    Improved operational efficiency and better utilisation of resources
through adoption of appropriate technology and process
improvements.

(iii)

(iii) Imported technology (last 3 years): Yes/No (if
yes provide the following details)

No

a)

Technology imported

NA

b)

Year of import

NA

c)

Whether fully absorbed: [Yes/No]

NA

d)

Areas where absorption is yet to take place:

NA

(iv)

Expenditure on R&D:

The Company undertakes in-house Research and Development (R&D)
activities on a regular basis as an integral part of its business operations,
with a focus on improving and developing products, processes and
manufacturing techniques, enhancing productivity and product quality,
and promoting operational efficiency and sustainability.

During the year under review, the Company did not import any
technology. The Company continues to focus on process improvements,
product innovation and optimisation of existing technologies to improve
efficiency, quality, productivity and sustainable manufacturing practices.

a)

Capital

b)

Recurring

c)

R&D expenditure as % of turnover

C

Total Foreign Exchange earned

 

a)

Total Foreign Exchange earned

982.81

b)

Total Foreign Exchange out go

167.70

43.    PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the particulars relating to the remuneration of Directors and the ratio of remuneration of
each Director to the median remuneration of the employees of the Company, as applicable, are provided in Annexure-B forming
part of this Report.

The information required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to the employees of the Company, is maintained by the Company and is available for inspection
by the Members in accordance with the applicable provisions of law. In accordance with the proviso to Section 136(1) of the Act
, the Annual Report is being sent to the Members without the said particulars relating to employees. Any Member interested in
obtaining such information may write to the Company Secretary, and the same shall be made available to such Member in
accordance with the applicable provisions of law

44.    TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the FY 2025-26, there were no amounts lying unpaid or unclaimed for a period of seven years or more and, accordingly,
no amount was required to be transferred to the Investor Education and Protection Fund (IEPF) in accordance with the applicable
provisions of the Act.

45.    COMPLIANCE WITH SECRETARIAL STANDARDS

During the FY 2025-26, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Act, relating to meetings of the
Board of Directors and General Meetings of the Company.

46.    DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the FY 2025-26, no application was made and no proceeding was pending against the Company under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016). Accordingly, there are no applications or proceedings under the Insolvency and Bankruptcy
Code, 2016 requiring disclosure, and the status thereof as at March 31, 2026 is not applicable.

47.    SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the FY 2025-26, there were no significant and material orders passed by any Regulator(s), Court(s) or Tribunal(s) which
would impact the going concern status of the Company and its future operations.

48.    DETAILS OF DIFFERENCE BETWEEN 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 THERE OF

During the FY 2025-26 the Company has not made any One-Time Settlement (OTS) for loans taken from any Bank or Financial
Institution. Accordingly, pursuant to Section 134(3)(q) of the Act read with Rule 8(5)(xii) of the Companies (Accounts) Rules,
2014 the details of the difference between the amount of valuation done at the time of One-Time Settlement and the valuation
done while taking loan from Banks or Financial Institutions, along with the reasons thereof, are not applicable to the Company.

49.    DEPOSITORIES COMPLIANCE

The Company has complied with the provisions of the Depositories Act, 1996 and SEBI (Depositories and Participants)
Regulations, 2018 (“SEBI DP Regulations”). The equity shares of the Company are admitted with both National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Pursuant to Regulation 76 of SEBI DP Regulations and the provisions of the Depositories Act, 1996, the Company has obtained a
Reconciliation of Share Capital Audit Report from a Practicing Company Secretary on a quarterly basis, which has been submitted
to the Stock Exchange.

During the FY there were no penalties or adverse remarks under the Depositories Act, 1996.

50.    MEETING OF INDEPENDENT DIRECTORS

In terms of Schedule IV of the Act and Regulation 25(3) of SEBI LODR Regulations, the Independent Directors of the Company met
once during the FY 2025 26, without the presence of Non Independent Directors and members of the management. At this
meeting, the Independent Directors reviewed the performance of Non Independent Directors and the Board as a whole, assessed
the quality, quantity and timeliness of flow of information between the Company management and the Board, and discussed
matters pertaining to governance and compliance.    All Independent Directors were present at the meeting.

51.    ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere gratitude and appreciation for the continued support and cooperation received
from the Company's shareholders, investors, customers, bankers, financial institutions, business associates, suppliers, regulatory
authorities, and other stakeholders during the FY 2025-26.

The Directors also express their heartfelt appreciation to all employees for their dedication, professionalism, commitment, and
valuable contribution towards the Company's growth and performance.

The Board is especially thankful to the shareholders and investors for their continued confidence, trust, and unwavering support,
which has been instrumental in the Company's progress and long-term value creation.

Registered Office:    By Order of the Board of Directors of

B-31,    BHEL Ancillary Industrial Estate,    Innomet    Advanced    Materials    Limited

Ramachandrapuram, Medak, Hyderabad-
502032, Telangana, India.

Sd/-    Sd/-

Date: August 24, 2026    Vinay Choudary Chilakapati    Saritha Devi Chilakapati

Place: Hyderabad    Chairman and Managing Director    Whole-time Director and CFO

DIN: 08444644    DIN: 08432017

Mar 31, 2025

Our Directors have the pleasure of presenting the 6th Director''s Report together with the Audited Financial Statements of your
Company for the financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY

The Company''s financial performance for the financial year ended March 31, 2025:

Particulars

For the Year ended March 31

2025

2024

Revenue from Operations

3,252.48

2 ,489.58

Profit Before Tax

260.75

326.34

Less: Current Tax

74.98

74.44

Deferred Tax

(0.76)

-

Income Tax earlier years

-

-

Profit for the Year before Minority Interest

-

-

Minority Interest

-

-

Profit for the Year

186.53

251.91

2. BUSINESS PERFORMANCE

Our Company has achieved a total revenue of ^ 3,252.48 Lakhs during the financial year ended 31 March 2025 as against a total
revenue of ^ 2 ,489.58 Lakhs in the corresponding previous financial year ended 31 March 2024. Profit before tax for the year
stood at ^ 260.75 Lakhs compared to ^ 326.34 Lakhs for the previous corresponding year. The Profit after tax for the period
stood at ^ 186.53 Lakhs as against a profit of ^ 251.91 Lakhs during the corresponding year.

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings.

4. CHANGE IN THE NATURE OF BUSINESS

The Company did not commence any new business nor discontinue/sell or dispose off any of its existing businesses and also
did not hive off any segment or division during the financial year. Also, there has been no change in the nature of business
carried on by the Company''s subsidiary during the year under review.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which have occurred
between the end of the financial year and up to the date of the report.

6. DIVIDEND

To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year.
Your Company''s policy on Dividend Distribution is available at

https://www.innomet.net/images/Dividend%20Distribution%20Policy.pdf

7. SHARE CAPITAL OF THE COMPANY

A. AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company as on 31 March, 2025 was ^ 14,00,00,000 (Rupees Fourteen Crores Only) divided
into 1,40,00,000 (One Crore Forty Lakh) Equity Shares of ^ 10/- (Rupees Ten only) each.

B. PAID-UP SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31 March, 2025 was ^ 12,94,01,380 (Rupees Twelve Crores Ninety-Four
Lakhs One Thousand Three Hundred and Eighty) divided into 12,94,01,38 (One Crore Twenty-Nine Lakhs Forty Thousand One
Hundred and Thirty-Eight) equity shares of ^ 10/- (Rupees Ten Only) each.

INITIAL PUBLIC OFFER ("IPO") AND LISTING OF EQUITY SHARES

During the year under review, the Company conducted its Initial Public Offering (IPO) of 34,23,600 Equity Shares, each with a
face value of ^ 10/- in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were
offered at a price of ^ 100/- per share, including a premium of ^ 90/- per share.

The IPO was open for subscription from September 11, 2024, to September 13, 2024. The shares were allotted to applicants on
September 16, 2024, at the offer price of ^ 100/- per share. The Company''s equity shares began trading on the SME Platform
(EMERGE) of the National Stock Exchange of India Limited (NSE) from September 18, 2024.

The Company, vide its Prospectus dated September 02, 2024 (“Prospectus”) raised ^ 3423.60 lakhs from the Initial Public Offer
of its equity shares (the ''IPO'').

Out of the total IPO proceeds of ^3,423.60 lakhs raised, an amount of ^366.55 lakhs remained unutilised during the financial
year 2024-25. This amount was held in the Escrow Account maintained by the Company for the purposes specified in the
Prospectus dated September 2, 2024.

8. CHANGE IN NAME OF THE COMPANY

During the year under review, Company has not changed the Name.

9. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has not changed its Registered Office.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on 31 March 2025 comprised of Six (6) Directors out of which Three (3) are Executive
Directors and one (3) is Non-Executive Director and Three (3) are Independent Directors. The composition of the Board of
Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive,
Non-Executive and Independent Directors.

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.

Name of Directors/KMPs

Designation

DIN/PAN

1

Vinay Choudary Chilakapati

Chairman, Managing Director and Chief
Executive Officer

08444644

2

Lakshmi Kanthamma Chilakapati

Executive Director

08432016

3

Saritha Devi Chilakapati

Whole-time director and Chief Financial Officer

08432017

4

Bhanu Sankara Rao Kota

Non- Executive Independent Director

03507808

5

Myneni Narayana Rao

Non- Executive Independent Director

00577494

6

Venkata Bhaskara Rao Chadalavada

Non- Executive Director

00931901

7 Aanchal Sethia Company Secretary GDGPS6620M

11. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them
meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no
change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board,
the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs (IICA).

12. DETAILS OF MEETINGS OF BOARD OF DIRECTORS

A. BOARD OF DIRECTORS

During the financial year 2024-25, 12 (Twelve) meetings of the Board of Directors were held and the details of meetings
attended by the Directors are as follows:

Sr. No.

Date of Meeting

Number of Directors Present

1

April 3, 2024

6

2

May 10, 2024

6

3

May 20, 2024

6

4

July 8, 2024

6

5

August 10, 2024

6

6

August 26, 2024

6

7

September 2, 2024

6

8

September 6, 2024

6

9

September 13, 2024

6

10

October 16, 2024

6

11

November 12, 2024

6

12

January 09, 2025

6

13

March 24, 2025

6

B. Audit Committee of Board of Directors

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Board''s
responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The terms of reference of the Audit Committee covers all matters specified in Part C of
Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also those
specified in Section 177 of the Companies Act, 2013.

The detailed composition of the members of the Audit Committee at present is given below:

Name

Nature of Directorship

Status in Committee

C.V. Bhaskara Rao

Non-Executive Independent Director

Chairman

Myneni Narayana Rao

Non-Executive Independent Director

Member

Bhanu Sankara Rao Kota

Non-Executive Independent Director

Member

Vinay Choudary Chilakapati

Managing Director & CEO

Member

All the members possess sound accounting and financial management knowledge.

During the period under review, total 6 (Six) Audit Committee Meetings were held:
03/04/2024, 10/08/2024, 26/08/2024, 16/10,2024, 12/11/2024 and 10/02/2025

Attendance for Audit Committee Meeting:

Sr. No.

Name of Committee Member

No. of Meeting

Held

Attended

1.

C.V. Bhaskara Rao

6

6

2.

Bhanu Sankara Rao Kota

6

6

3.

Myneni Narayana Rao

6

6

4.

Saritha Devi Chilakapati

6

6

C. NOMINATION & REMUNERATION COMMITTEE

In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
Section 178 of the Companies Act, 2013, the Board has constituted the “Nomination and Remuneration Committee”.

The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

Name

Nature of Directorship

Status in Committee

C.V. Bhaskara Rao

Non-Executive Independent Director

Chairman

Myneni Narayana Rao

Non-Executive Independent Director

Member

Bhanu Sankara Rao Kota

Non-Executive Independent Director

Member

During the period under review, total 4 (Four) Nomination and Remuneration Committee Meetings were held:
03/04/2024, 10/08/2024, 16/10,2024 and 24/03/2025

Attendance of Nomination & Remuneration Committee Meeting:

Sr. No.

Name of Committee Member

No. of Meeting

Held

Attended

1.

Bhanu Sankara Rao Kota

4

4

2.

Myneni Narayana Rao

4

4

3.

C.V. Bhaskara Rao

4

4

D. STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, the Board has constituted the “Stakeholders'' Relationship Committee”.

The Stakeholders'' Relationship Committee has been formed for the effective redressal of the investors'' complaints and reporting
of the same to the Board periodically.

The detailed composition of the members of the Stakeholders Relationship Committee at present is given below:

Name

Nature of Directorship

Status in Committee

C.V. Bhaskara Rao

Non-Executive Independent Director

Chairman

Myneni Narayana Rao

Non-Executive Independent Director

Member

Bhanu Sankara Rao Kota

Non-Executive Independent Director

Member

During the period under review, total 4 (Four) Stakeholders Relationship Committee Meetings were held:
03/04/2024, 08/07/2024, 22/11/2024 and 10/01/2025

Attendance of Stakeholder Relationship Committee Meeting:

Sr. No.

Name of Committee Member

No. of Meeting

Held

Attended

1.

Bhanu Sankara Rao Kota

4

4

2.

Myneni Narayana Rao

4

4

3.

C.V. Bhaskara Rao

4

4

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors is managing the CSR spend
as the same has not exceeded the threshold limit of INR 50 lakhs. The Company is in compliance with Sec.135(9) of the
Companies Act, 2013.

13. EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II to the Listing
Regulations, the Management carried out proper evaluation of the Independent Directors prior to their appointment, on the
basis of contribution towards development of the Business and various other criteria like experience and expertise,
performance of specific duties and obligations etc.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as
performance of Directors individually through internally developed questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria
such as the contribution of the individual director to the Board and committee meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent
Directors. The performance evaluation of the Non-Executive Chairman of the Company was also carried out by the Independent
Directors. The Directors expressed their satisfaction with the evaluation process.

VIGIL MECHANISM

Your Company has formulated and published a Whistle Blower Policy to provide a mechanism (“Vigil Mechanism”) for
employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the
provisions of Section 177 (9) of the Act.

The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web link:

https://www.innomet.net/images/Whistle%20Blower%20Policy%20and%20Vigil%20Mechanism.pdf

14. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial Personnel
and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is
uploaded on the website of the company. The web link is

https://www.innomet.net/images/Nomination%20and%20Remuneration%20Policy.pdf

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, Sub-section 3(c) and Sub-section 5 of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, state and confirm that:

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

(b) Such Accounting Policies have been selected and applied consistently, and judgements and estimates have been made that
are reasonable and prudent to give a true and fair view of the Company''s state of affairs as on 31 March, 2025 and of the
Company''s profit or loss for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

(d) The annual Financial Statements have been prepared on a Going Concern Basis.

(e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls were
adequate and operating effectively.

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

16. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across the organization.
The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the
Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI.
Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting
risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment,
continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal
financial controls are designed effectively and operate as intended. During the year, no reportable material weakness was
observed.

17. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

18. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going
concern status and company''s operations in the future.

19. EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the financial year ended March
31, 2025 will be placed on the website of the company at
https://www.innomet.net/investor-relations.html.

20. AUDITORS AND AUDITOR''S REPORT

A. STATUTORY AUDITOR

M/s. CND & Associates, Chartered Accountants, having (FRN: 030019N) were appointed as Statutory Auditors of the Company
in the Annual General Meeting held on September 14, 2024 for the period of 5 years (F.Y. 2024-25 to FY 2028-29) to hold the
office till the conclusion of 9th Annual General Meeting.

B. SECRETARIAL AUDITOR

Pursuant to Section 204(1) of the Companies Act, 2013 the Company is required to obtain Secretarial Audit Report from
Practising Company Secretary and annex the same to the Board Report. Accordingly, the Board has appointed M/s. Pitroda
Nayan & Co, Practising Company Secretaries to conduct the Secretarial audit of the Company for F.Y. 2024-25.

Furthermore, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Regulation 24A concerning Secretarial Auditor and Secretarial Compliance Report is not applicable to companies listed on the
SME Exchange. Consequently, the Company is not required to take approval of shareholders at the said Annual General Meeting.

However, The Audit Committee and the Board would consider the appointment of Secretarial auditor for FY 2025-26 in due
course and the same would be intimated accordingly.

C. INTERNAL AUDITOR

M/s. Hemant K Company, Chartered Accountant, is appointed as Internal Auditor of the Company for F.Y. 2024-25. They are
responsible for the internal audit and controls, systems and processes in the Company.

AUDITOR''S REPORT AND SECRETERIAL AUDITOR''S REPORT

Auditor''s Report

The Auditors'' Report for the Financial Year ended 31 March 2025 does not contain any qualification, reservation, adverse
remark, or disclaimer. The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call
for any further comments. No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013
requiring disclosure in the Board''s Report.

Secretarial Auditor''s Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had appointed M/s. Pitroda Nayan & Co, Practicing Company Secretaries,
Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial
Audit is ''
Annexure A'' to the report.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company is not covered under purview of the provisions of Section 135 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and hence the details in respect of development and implementation of CSR by the Company
are not included in this report. The Company has adopted its Corporate Social Responsibility Policy (“the CSR Policy”) in line
with the provisions of the Act. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and
monitoring of CSR activities, CSR budget, reporting, disclosures etc. The policy on Corporate Social Responsibility is uploaded
on the website of the Company.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the
notes to Financial Accounts, which forms part of the Annual Report. The Company has not extended the corporate guarantee on
behalf of any other Company during the year under review.

23. PUBLIC DEPOSIT

The Company has neither accepted nor renewed any deposits during the year.

24. RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment and Management Policy and are responsible for
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the
area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

25. RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the
ordinary course of business. There are no materially significant related party transactions made by the company with related
parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes
to the financial statements for detailed related parties'' transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has
been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered
under Section 188 of the Act are approved by the Audit committee and Board of directors.

The form AOC- 2 is attached as Annexure - B with this report.

26. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal
Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of
Insider Trading) 2015 by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Policy on Determination
of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are
made available on the Website of the Company.

Weblink: https://www.innomet.net/investor-relations.html

27. MANAGEMENT''S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

28. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in
respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding INR 10 Crore and Net worth not exceeding INR 25 Crore, as
on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance
shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

29. GENERAL SHAREHOLDER INFORMATION

A

AGM: Day, Date, Time and Venue

Saturday, September 20, 2025, at 03:00 P.M through V.C

B

Financial Year

2024-25

C

Cut-off date for the purpose of determining
shareholders for voting

September 15, 2025

D

Listing on Stock Exchanges

NSE-Emerge

E

Scrip Code/Symbol

INNOMET

F

ISIN

INE0S1D01010

G

Payment of Listing Fees

The Company confirms that it has paid Annual Listing
fees due to the stock exchange for the financial year
2024-2025

H

Market Price Data (High, Low during each month in last
financial year 2024-25)

*Refer Table below

I

Registrar and Share Transfer Agents

Skyline Financial Services Private limited

*MARKET PRICE DATA

Month

High

Low

September 2024

257.00

190.00

October 2024

239.95

175.05

November 2024

212.00

170.00

December 2024

204.25

169.50

January 2025

185.00

150.00

February 2025

180.00

140.65

March 2025

165.00

100.00

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. Under the said Act every company
is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of
any women employee.

The Company is committed to provide a safe and conducive work environment to its employees during the year under review.
The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for
implementation of said policy. During the year Company has not received any complaint of harassment. Policy on Prevention of
Sexual Harassment has been available on the website of the Company at
https://www.innomet.net/images/Prevention%20of%20Sexual%20Harassment%20Policy.pdf

Sr. No.

Particulars

No. of Complaints

1

Number of Complaints of Sexual Harassment received in the Year

0

2

Number of Complaints disposed off during the Year

0

3

Number of Cases pending for more than Ninety days

0

31. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERIALITY BENEFIT ACT, 1961:

The Board of Directors recognizes the importance of maternity benefits in fostering a supportive and inclusive workplace. In

accordance with the provisions of the Maternity Benefit Act, 1961, and the company''s commitment to employee welfare, we

continue to ensure that all eligible female employees receive maternity benefits as prescribed under the law.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO

A. Conservation of Energy

a) Green Initiatives

• Steps taken or impact on conservation of energy: Nil

• Steps taken for utilising alternate sources of energy: The Company has placed an order for a 280 KW rooftop solar
power plant to harness renewable energy.

• Capital investment on energy conservation equipment: Approximately ^25 lakhs.

b) Environmental Sustainability Measures

1. Over 100 varieties of diverse plants have been planted within the factory premises to enhance biodiversity and promote
a green environment.

2. A Bio Sewage Treatment Plant (STP) with a capacity of 5,000 litres per day has been installed. The treated water is
reused for irrigation of the plantation.

3. A rainwater harvesting system with a storage capacity of 5 lakh litres has been constructed. The harvested water is
filtered and stored for reuse, meeting approximately two-thirds of the Company''s annual water consumption.

4. The factory shed has been architecturally designed to maximise natural daylight and airflow, significantly reducing the
need for artificial lighting. LED lighting is used during nighttime operations.

5. A scrubber system has been installed to prevent the release of atmospheric contaminants, ensuring compliance with
environmental standards.

6. The facility operates as a Net Zero Discharge Plant, with no untreated waste released into the environment.

B. Technology Absorption

• Efforts made towards technology absorption: Initiatives have been undertaken to automate and improve processes
in the Metal Powder division.

• Benefits derived: Enhanced process reliability, cost reduction, development of new products, and successful
substitution of imports through domestic production. Products have also been exported.

• Technology imported in the last three years: Nil

• Expenditure incurred on Research and Development: Approximately ^5 lakhs.

C. Foreign Exchange Earnings and Outgo

a) 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

Particulars

2024-25

2023-24

Total Foreign Exchange earned

316.96

213.86

Total Foreign Exchange Outgo

17.10

9.06

33. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the particulars of employees are attached as
Annexure C forming part of this Report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the proviso to Section 136 of the Act, the Report
and Accounts are being sent to the Members excluding the aforesaid.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven year. Therefore, there were no funds which
were required to be transferred to Investor Education and Protection Fund (IEPF).

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on
the Board Meetings and General Meeting.

36. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the financial year.

37. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013

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) facility and the same has operated throughout the year for all relevant
transactions recorded in the software.

38. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations

39. DETAILS OF DIFFERENCE BETWEEN 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 THERE OF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

40. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial
institutions during the financial year under review. Your directors also express their warm appreciation to all employees for
their contribution to your Company''s performance and for their superior levels of competence, dedication and commitment to
the growth of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose
in the Company.

Registered Office: By Order of the Board of Directors of

B-31, BHEL Ancillary Industrial Estate, Innomet Advanced Materials Limited

Ramachandrapuram, Medak, Hyderabad-
502032, Telangana, India.

Sd/-

Vinay Choudhary Chilakapati Sd/-

Chairman, Managing Director and Saritha Devi Chilakapati

Date: August 28, 2025 CEO Whole-time Director and CFO

Place: Hyderabad DIN: 08444644 DIN: 08432017

Mar 31, 2024

Data Not Available

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