Dear Members,

Innomet Advanced Materials Limited

The Board of Directors is pleased to present the 7^th (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:

(Rupees in Lakhs)

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 COMPANY

A. 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:

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:

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,.

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:

Attendance of Board of Directors

Notes:

a) Mr. Myneni Narayana Rao was entitled to attend 10 (Ten) 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).

The composition of the Audit Committee is as follows:

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

Attendance of Audit Committee Members

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:

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

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:

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

Composition 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:

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:

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

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-Materiality-of-Related-Party-Transactions-Dealing-with-Related-Party-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 ANALYSIS Innomet Advanced Materials Limited FY 2025 26 1. 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.

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.

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.

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.

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)

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.

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

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.

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.

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:

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

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

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.

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.