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IKIO Technologies Ltd.

Dividend Details

NSE: IKIOEQ BSE: 543923ISIN: INE0LOJ01019INDUSTRY: Consumer Electronics

BSE   Rs 190.75   Open: 195.95   Today's Range 190.65
196.20
 
NSE
Rs 190.70
-6.08 ( -3.19 %)
-5.70 ( -2.99 %) Prev Close: 196.45 52 Week Range 165.45
319.65
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1473.74 Cr. P/BV 2.68 Book Value (Rs.) 71.23
52 Week High/Low (Rs.) 320/166 FV/ML 10/1 P/E(X) 47.69
Bookclosure 20/08/2024 EPS (Rs.) 4.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors take pleasure in presenting the 09th (Ninth) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Standalone

Amount in million (?) Consolidated

Financial Year ended

Financial Year ended

Particulars

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

Revenue from operations

2,077.26

2,409.76

4,858.79

4,379.50

Other income

198.34

192.42

151.13

153.46

Total Income

2,275.60

2,602.18

5,009.91

4,532.99

Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses

374.39

479.42

750.81

1,080.67

Less: Depreciation/ Amortisation/ Impairment

28.83

29.86

242.72

120.00

Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses

345.56

449.56

508.09

960.67

Less: Finance Cost

41.82

58.00

83.62

115.57

Profit/Loss Before Exceptional items and Tax Expenses

303.74

391.56

424.47

845.10

Add/(less): Exceptional items

-

-

-

-

Profit/Loss Before Tax

303.74

391.56

424.47

845.10

Less: Taxes (Current & Deferred)

67.69

104.80

100.30

239.39

Profit/Loss for the year

236.05

286.76

324.17

605.71

Total Comprehensive Income for the Year

236.92

287.20

332.08

607.19

FINANCIAL REVIEW AND ANALYSIS/STATE OF COMPANY'S AFFAIRS

Your Company has generated on a Standalone basis, the total revenue of ' 2,077.26 million for the financial year ended March 31, 2025 as against ' 2,409.76 million for the financial year ended March 31, 2024. Your Company has earned profit after tax of ' 236.05 million for the financial year ended March 31, 2025 as against net profit of ' 286.76 million for the financial year ended March 31, 2024.

Your Company has generated on a Consolidated basis, the total revenue of ' 4,858.79 million for the financial year ended March 31, 2025 as against ' 4379.5 million for the financial year ended March 31, 2024. Your Company has earned profit after tax of ' 324.17 million for the financial year ended March 31, 2025 as against net profit of ' 605.71 million for the financial year ended March 31, 2024.

These Financial Information are also available at the website of the Company at https://ikiotech.com/ corporate-governance.

During the year under review, the Company’s revenue growth was supported by healthy growth in the Product Display and Energy Solutions segments, which helped offset the decline in the ODM Lighting Solutions segment. However, the profitability was affected mainly on account of lower ODM revenues, front-loaded expenses like employee costs and depreciation related to new facilities, and investments in new product categories. Despite these pressures, the Company maintained stable gross margin at 42% for the year. Business mix diversification and the scaling up of newer verticals - such as wearables, hearables, and international expansion - position the Company well for future growth.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT During the financial year 2024-25, the name of the Com pany has been changed from IKIO Lighting Limited to IKIO Technologies Limited. Additionally, the domain of Email Id of the Company and its employees has been changed from “@ikiolighting.com" to “@ikiotech.com" and the Company has shifted its corporate office from D-234, Sector-63, Noida, Uttar Pradesh, India, 201301 to Plot No. 10, Unit-01, Sector-156, Noida, Uttar Pradesh, India, 201307 with effect from April 01, 2025.

During the year, the Company obtained In-Principal approval from the Stock Exchanges for the issuance and allotment of 22,50,000 equity shares upon the exercise of stock options, pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Moreover, the Nomination & Remuneration Committee in their meeting held on January 08, 2025 has approved the grant of 8,70,000 stock options under the ILL Employee Stock Option Scheme 2022 (“Scheme") to eligible employees of the Company and its subsidiaries.

Additionally, During the year, Mrs. Rachana Chowdhary was appointed as an Independent Woman Director in the Company w.e.f. May 24, 2024.

Furthermore, a Memorandum of Understanding was entered into between Royalux LLC (a wholly owned subsidiary of IKIO Solutions Private Limited and a step-down subsidiary of the Company) and Metco Engineering Inc., USA.

Besides this, Ritech Holdings Limited (UAE), a

step-down subsidiary, entered into a Joint Venture Agreement on January 07, 2025, with AG Investment Holdings Limited (UAE), Mr. Jaspreet Singh Pal a Director in Ritech Holdings Limited and its subsidiary Royalux FZCO, UAE.

During the year, Mr. Subhash Chandra Agarwal resigned from the position of Chief Financial Officer (CFO) with effect from June 30, 2024, and Mr. Atul Kumar Jain was appointed as CFO on August 09, 2024.

FUTURE PROSPECT AND OUTLOOK OF THE COMPANY

India’s Electronics Manufacturing Services (EMS) sector is gaining momentum as a global manufacturing hub, supported by the “China 1" strategy and favourable government policies. As per

Market Research Future, the EMS-ODM market in India is projected to grow from USD 80.96 billion in 2024 to USD 186.5 billion by 2035, at a CAGR of 7.9%. This growth is being driven by increased demand for design-led manufacturing and incentives under the Production Linked Incentive (PLI) schemes targeting electronics and semiconductors.

The segment is expected to see continued expansion through 2031, fueled by rising demand in sectors such as electric vehicles, industrial automation, and smart appliances. Growing participation from global OEMs and a strong domestic consumption base further strengthen India’s position as a competitive player in the global EMS landscape.

Capitalising on this significant opportunity, we believe the Company is well-positioned for its next phase of growth, on the back of:

♦ Capacity Expansion: In May 2024, we commissioned Block I (~2 Lakh sq. ft.) and are nearing completion of civil construction for Block II (~2 Lakh sq. ft.) as part of our ongoing greenfield expansion.

♦ New Product Categories: We have also expanded our product portfolio with the launch of two new categories - Hearables and Wearables.

♦ Geographical Expansion: Beyond our existing markets, we have entered the Gulf region under the Product Display segment and, in the U.S., have extended our reach beyond the RV segment to supply Industrial and Solar products to Energy Services Companies. For the financial year 2024-25, revenue from outside India accounted for approximately 22% of the Company’s total income.

The future holds strong potential for the Company, and we remain optimistic about the opportunities that lie ahead.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

DIVIDEND

In order to conserve the resources of the Company and to plough back the profits for growth, The Board of Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2025.

UTILISATION OF IPO PROCEEDS

The proceeds of the funds raised through IPO by the Company are being utilised as per the Objects of the Issue. The disclosure compliance with the Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter refer to as "the Listing Regulations”) is as under:

Amount in Million (?)

Particulars

Original Allocation (In million)

Fund Utilised Up to March 31, 2025 (In million)

Fund Unutilised Up to March 31, 2025 ((In million))

Deviation (If any)

1) Repayment/prepayment, in full or part, of certain borrowings availed by Company and its Subsidiaries on consolidated basis

500

500

Nil

Nil

2) Investment in wholly owned Subsidiary, IKIO Solutions Private Limited, for setting up a new facility at Noida, Uttar Pradesh

2123.12

1218.95

904.17

Nil

3) General Corporate Purposes (GCP)

638.29 *

637.78

0.51

Nil

Total

3261.41

2356.73

904.68

Nil

* GST amount of ' 35.17 million on IPO expenses retained in "Public Issue Account” (Refer: page no. 116 of the prospectus, "All aforementioned fees do not include applicable taxes.

footnote to the IPO expenses table on

As per the Monitoring Agency Report for the quarter ended March 31, 2025, there has been no deviation in the utilisation of the IPO proceeds by the Company from the objects stated in the Prospectus dated June 06, 2023. However, the Prospectus had estimated the utilisation of ' 2,123.12 million for Object 2 and ' 638.29 million for Object 3 by the end of Fiscal 2025.

But, as of March 31, 2025, the Company has utilised ' 1,218.95 million for Object 2 and ' 637.78 million for Object 3, hence, there is a delay in the implementation schedule. Based on the recommendation of the Management and as reviewed by the Statutory Auditors, the Monitoring Agency, and the Audit Committee, the Board of Directors has approved the extension of the period for deployment of the IPO proceeds up to the Financial Year 2026-27, in accordance with the original objects stated in the Prospectus. The Audit Committee members and Board members has granted their approval to utilise ' 700 million during the FY 2025-26 and balance amount in FY 2026-27.

SHARE CAPITAL

As on March 31, 2025, the Authorised Share Capital of your Company is ' 1,000,000,000/- comprising of 100,000,000 equity shares of ' 10/- each. and the paid-up equity share capital of the Company is ' 77,28,07,010 /- comprising 7,72,80,701 equity shares of ' 10/- each fully paid-up.

GRANT OF EMPLOYEE STOCK OPTIONS DURING THE YEAR

The Board has, in its meeting held on September 14, 2022, authorised and given its in principle approval to constitute the ILL Employee Stock Option Scheme 2022 ("ILL ESOP Scheme 2022”), the constitution of the ILL Employee Stock Option Scheme 2022 has

Direct Subsidiaries

Royalux Lighting Private Limited (RLPL)

Wholly Owned Subsidiary of the Company

IKIO Solutions Private Limited (ISPL)

Wholly Owned Subsidiary of the Company

Indirect Subsidiaries

Royalux Exports Private Limited

Wholly Owned Subsidiary of RLPL

Royalux LLC, USA

Wholly Owned Subsidiary of ISPL

Ritech Holding Limited, UAE

Wholly Owned Subsidiary of ISPL

Royalux FZCO, UAE

Subsidiary of Ritech Holding Limited, UAE

been further approved by the shareholders of the Company on September 16, 2022.

The ILL Employee Stock Option Scheme 2022 ("ILL ESOP Scheme 2022”), has been formally adopted with the objective of enabling the Company to attract and retain talented employees by offering them the opportunity to acquire a continuing equity interest in the Company, which reflect their efforts in building the growth and the profitability of the Company.

Based on the recommendations of Nomination and Remuneration Committee and Board of Directors of the Company, the shareholders of the Company, in their annual general meeting held on August 20, 2024, has ratified the ILL Employee Stock Option Scheme 2022 ("ILL ESOP Scheme 2022”) and accorded their approval to grant the Employee Stock Options to the eligible employees of Company including its subsidiary Company(ies) or Associate Company(ies) under ILL Employee Stock Option Scheme 2022 ("ILL ESOP Scheme 2022”).

Further, based on the recommendations of NRC Committee members, the Board of directors has approved the grant of 8,70,000 stock options to the eligible employees of the Company and its subsidiary Companies.

A certificate from Secretarial Auditor of the Company i.e. M/s. Mehak Gupta & Associates, Company Secretaries has been received confirming that ILL ESOP Scheme 2022 have been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations”) and in accordance with resolutions of the Company. A copy of the certificate is attached as Annexure-A and other activities is also available on the website of the Company at https://ikiotech.com/

TRANSFER AMOUNT TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount or share to the Investor Education and Protection Fund established by the Central Government.

DEPOSITS

During the year under review, your Company has neither invited nor accepted/renewed any deposits within the meaning of Section 73 of the Companies 2013 (‘the Act’) and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the March 31, 2025.

DEBENTURES

During the period under review, the Company has not issued any debentures pursuant to Section 71 of the Act read with relevant Rules thereunder.

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

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-B to this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed as Annexure-C to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and the SEBI Listing Regulations, the Consolidated Financial Statements of your Company were prepared in accordance with the applicable Ind AS and forms part of the Annual Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

As on March 31, 2025, your Company had 06 Subsidiaries (including direct, Step-down Subsidiaries).

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of Subsidiaries and Associates of the Company in the prescribed format Form AOC - 1 is annexed as Annexure-D, forms part of this Report. Please refer the consolidated financial statements for the financial year ended March 31, 2025 for the details of performance and contribution of the subsidiaries to the overall performance of your Company. In accordance with Section 136 of the Act the financial statements of all the subsidiaries are available on the Company’s website and can be accessed through the link https://ikiotech.com/financial-information

MATERIAL SUBSIDIARY

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining ‘Material Subsidiary’ and the said policy is available on the Company’s website and can be accessed through the link https://i kiotech.com/ corporate-governance . During the year under review, your Company had two material unlisted subsidiary companies namely, Royalux Lighting Private Limited and Royalux Exports Private Limited.

LISTING AT STOCK EXCHANGES

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company got listed on BSE Limited and National Stock Exchange on June 16, 2023.

of independence prescribed under Section 149(6) of the Act as well as SEBI Listing Regulations. Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as an Independent Directors. They have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA. The Board after assessing their disclosures confirms that all Independent Directors fulfil the conditions of independence specified in the Act and SEBI Listing Regulations and are independent of the management of the Company. The Board is satisfied of the integrity, expertise and experience (including proficiency) of the all the Independent Directors of the Company.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/COMMITTEE POSITIONS

Based on the disclosures received from Directors, none of the Directors on the Board holds directorships in more than ten public companies including seven listed companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on March 31, 2025. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2025 have been made by the Directors and have been reported in the Corporate Governance Report and forms part of the Annual Report.

BOARD MEETINGS

During the financial year 2024-25, six board meetings were held on 13-05-2024, 24-05-2024, 09-08-2024, 08-11-2024, 08-01-2025 and 07

02-2025. The meeting details are provided in the Corporate Governance Report which forms part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013. Details of attendance of directors are mentioned in Corporate Governance Report.

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee comprises of 3 Directors including 2 Independent Directors. Mr. Rohit Singhal, Independent Director is the Chairman of the Committee and Mr. Kishore Kumar Sansi (Independent Director), & Mr. Hardeep Singh (Managing Director) are the members of the Committee. All the recommendations by the Audit


DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), the Depositories, for facilitating the various services like Dematerialisation of shares, Corporate Actions, Pledging of securities, e-voting etc. The Annual Custody fees for the FY 2024-25 has been paid to both the Depositories.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as required in terms of SEBI Listing Regulations forms part of the Annual Report. A certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations is annexed with the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Act, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgements 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, 2025 and the profit and loss of the Company for that period;

(iii) they 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors that they fulfil the conditions

Committee were accepted by the Board. Other details are provided in the Corporate Governance Report which forms part of the Annual Report.

AUDITORS AND THEIR REPORTS Statutory Auditors

M/s. BGJC & Associates LLP, Chartered Accountants (Firm Registration No 003304N/N500056) were appointed as Statutory Auditors of the Company for a period of five years commencing from the financial year 2021-22 until the financial year 2025-26 till the conclusion of 10th Annual General Meeting.

The Auditors’ Report for the FY 2024-25 does not contain any qualification. The notes to the financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further explanations or comments.

Secretarial Auditor

M/s. Mehak Gupta & Associates, Practicing Company Secretary (COP No. 15013, Membership No. FCS 10703) were appointed as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report is annexed as Annexure-E to this Report. The Report is selfexplanatory and does not contain any qualification, reservation or adverse remark.

Royalux Lighting Private Limited and Royalux Exports Private Limited, are the material subsidiaries of the Company and IKIO Solutions Private Limited is the subsidiary of the Company. Pursuant to Regulation 24A of the SEBI Listing Regulations. the Secretarial Audit Report of Royalux Lighting Private Limited and Royalux Exports Private Limited and IKIO Solutions Private Limited for the financial year ended March 31, 2025 issued by Practicing Company Secretaries are annexed as Annexure-F, G & H respectively to this Report.

Based on the recommendation of Audit Committee and pursuant to the provisions of Section 204 and other relevant provisions of Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (LODR) Regulations, the Board of Directors of the Company in their meeting held on May 13, 2025 has granted their approval for the appointment of MAKS & Co., Company Secretaries, [FRN P2018UP067700] for conducting Secretarial Audit of the Company for the term of 5 consecutive years commencing from FY 2025-26 to FY 202930, subject to the approval of shareholder in the upcoming Annual General Meeting.

Cost Audit

The provision of Section 148 of Companies Act, 2013 about appointment of Cost Audit are not applicable to the Company.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 M/s, Shiv Saroj & Associates (Chartered Accountants), bearing membership no - 019715N, Internal Auditors of the Company have conducted internal audit of the functions and activities of the Company and effectiveness of Internal Control Systems of the Company during Financial Year 2024-25.

Further, provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 and based on the recommendation of Audit Committee, the Board of Directors of the Company in their meeting held on May 13, 2025 has granted their approval for the the appointment of M/s Shiv Saroj and Associates, Registration No. FRN 019715N, as the Internal Auditor of the Company for a period of six months starting from April 01, 2025 to September 30, 2025

REPORTING OF FRAUDS

During the year under review, none of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 issued by the Institute of Company Secretaries of India relating to meetings of the Board of Directors and General Meetings, respectively have been duly complied by the Company.

DISCLOSURE ABOUT RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made thereunder, during the year under review, none of the directors of the Company has received any commission from the Company or any of its subsidiary Company, thus the said provision is not applicable to your Company.

CREDIT RATING

The credit rating agency, CRISIL Limited on June 15, 2024 has reaffirmed its rating on the long-term bank facilities ‘CRISIL BBB-/Stable’.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board comprises of 7 Directors (3 Executive and 4 Non-Executive Directors). Independent Directors constitute more than 50% of the Board’s strength.

During the year under review following changes took place in the composition of Board of Directors of the Company:

• Mrs. Surmeet Kaur (DIN: 00118695), who was liable to retire by rotation was re-appointed by the members vide ordinary resolution at the AGM held on August 20, 2024.

• Based on the market capitalisation report as on March 31 2024, issued by stock exchange, the Company fall under top 1000 listed Companies. Pursuant to regulation 17 of SEBI (LODR), the Company has appointed Ms. Rachana Chowdhary as an Independent Women Director on the Board of Directors of the Company w.e.f. August 20, 2024.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Sanjeet Singh (08353656) is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The resolution seeking Members approval for his reappointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his re-appointment based on the recommendation of Nomination and Remuneration Committee. A brief resume of Mr. Sanjeet Singh along with other details as stipulated under Regulation 36(3) of the SEBI Listing Regulations read with the Secretarial Standards on General Meetings, is provided in the Notice convening the AGM.

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Sanjeet Singh, Wholetime Director (DIN: 08353656) of the Company was appointed as a Chief Executive Officer of the company and designate him as the Group CEO of IKIO Group, without any change in his existing terms of appointment and remuneration, subject to the approval of shareholders of the Company in ensuing Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Hardeep Singh (Managing Director & Chairman), Mrs. Surmeet Kaur (Whole-time Director), Mr. Sanjeet Singh (Whole-time Director), Mr. Atul Kumar Jain (Chief Financial Officer) and Mr. Sandeep Kumar Agarwal (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company as on March 31, 2025.

Mr. Atul Kumar Jain has tendered his resignation from the position of Chief Financial Officer due to personal reasons, w.e.f. from July 1, 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (“CSR”) is a way of conducting business, by which corporate entities visibly contribute to the social good and the welfare of society at large with an aim to improve quality of life of people. The Company feels that the essence of CSR is to integrate economic, environmental and

social objectives with the Company’s operations and growth. CSR is the process by which an organisation thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies. To give further impetus to this cause, the Company endeavors to manage its operations with an emphasis on Sustainable development to minimise impact on environment and promotes inclusive growth.

The CSR policy of the Company is available on the website of the Company at https://ikiotech.com/ corporate-governance

The Company’s CSR policy statement and the annual report on CSR activities undertaken during the financial year ended March 31, 2025, in accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is given at “Annexure-I” to this Report.

The CSR Committee comprises two Executive Directors namely Mr. Hardeep Singh (Chairman) and Mrs. Surmeet Kaur and one Non-Executive Independent Directors namely, Mr. Chandra Shekhar Verma. The details of the CSR Committee meetings and the attendance of the members thereat are provided in the Corporate Governance Report and forms part of this Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company is available on the Company’s website and can be accessed through the link https://ikiotech.com/ annual-return

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required in terms of SEBI Listing Regulations is annexed as Annexure-J.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for FY 2024-25, as stipulated under the Listing Regulations, forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

Particulars of loans, guarantees and investments covered under the provisions of Section 186 are disclosed in the notes to the Standalone Financial Statement.

There were no one time settlement or request for readjustment of any loan taken by the Company from Banks and Financial Institutions.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinary course of business and at arm’s length basis. There were no material related party transactions during the year.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence, does not form part of this report.

Details of related parties and transactions entered into with/by them etc. have been disclosed in Note no. 45 of the Standalone Financial Statements.

Prior approval of the Audit Committee was sought for entering into related party transactions. A statement of transactions with related parties in the ordinary course ofbusiness and arm’s length basis is periodically placed before the Audit Committee for its review. Omnibus approval was obtained for transactions which were repetitive in nature. Transactions entered into pursuant to omnibus approval were placed before the Audit Committee for its review during the year. The related party transactions policy was adopted by the Company is available on the Company’s website and can be accessed through the link https://i kiotech. com/corporate-governance

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act and the SEBI Listing Regulations. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. The said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence of directors and policy relating to the remuneration for the Directors, Key managerial personal and other employees of the Company. Through its comprehensive compensation programme, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Company’s website and can be assessed through link https://ikiotech.com/ corporate-governance

ANNUAL EVALUATION OF BOARD PERFORMANCE, PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of your Company on the recommendation of Nomination and Remuneration Committee had laid down the criteria for evaluation of performance of the Board, its Committees, Chairperson and individual Directors including Independent Director. Accordingly, annual performance evaluation process was carried out based on evaluation forms, which include a rating mechanism. Independent Directors in a separate meeting also reviewed the performance of the Board as a whole, Non-Independent Directors and the Chairman, considering the views of the Executive Directors and Non-Executive Directors. The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

The Board carried out annual performance evaluation of its own performance on the basis of evaluation forms received from all the Directors. The performance of each Board Committee was evaluated by the Board, based on evaluation forms received from the respective Committee members. Further, performance of every Director was evaluated by Nomination & Remuneration Committee as well as the Board on the basis of evaluation forms received from all the Directors except the Director being evaluated. Based on the evaluation forms received, the performance of the Board, its committees and individual Directors was evaluated by the Board and the Board expressed satisfaction over their performances.

INTERNAL FINANCIAL CONTROL

The Company has a robust and well embedded system of internal control, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorised use or disposition and all the transactions are authorised, recorded and reported correctly. Internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, functional experts as well as by the Statutory/ Internal Auditors during the course of their audits.

Your Company’s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Your Company has implemented robust process to ensure that all internal financial controls are effectively working.

The Statutory Auditors Report also includes their reporting on internal financial controls over Financial Reporting.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

RISK MANAGEMENT

Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company has constituted a Risk Management Committee, the details of which are given in Corporate Governance Report. The Company has also put in place a Risk Management Policy for identification, assessment, monitoring and mitigation of various risks. The said policy is available on the Company’s website and can be accessed through the link https://ikiotech.com/corporate-governance

The Audit Committee has additional oversight in the area of financial risks and controls. The major business and process risks are identified from time to time by the businesses and functional heads. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

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

During the year under review, no significant and material order was passed by the regulators or courts or tribunals which would impact the going concern status of your Company and its operations in future.

POLICY FOR PREVENTION, PROHIBITION AND REDR ESSAL OF SEXUAL HARASSM ENT AT WORKPLACE

Your Company has a policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH’) and the rules framed thereunder with the objective of providing a safe working environment to all the team members,

free from discrimination on any ground and from harassment at workplace including sexual harassment. All employees including subsidiaries (regular, temporary, ad - hoc, contractual, probationers and trainees) are covered under this policy. The policy is gender neutral.

An internal Complaints Committee has been setup to redress complaints received regarding sexual harassment at various workplaces in accordance with POSH. The Committee constituted in compliance with POSH ensures a free and fair enquiry process within time limit prescribed in the policy for resolution. During the year under review, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2025.

The table below provides details of complaints received/disposed during the financial year 2024-25:

No. of complaint at the beginning of Financial Year

Nil

No. of complaints filed during the Financial Year

Nil

No. of complaints disposed during the Financial Year

Nil

No. of complaint pending at the end of Financial Year

Nil

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISION RELATING TO THE MATERNITY BENEFIT ACT 1961

During the period under review, Company has duly complied with the applicable provisions of Maternity Benefit Act, 1961 pertaining to the requirements regarding maternity leave, benefits and other related entitlements for eligible women employees.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy in line with the provisions of the Act and SEBI Listing Regulations, which provides a formal mechanism for the Directors and Employees of the Company to report to the relevant authorities within the Company any unethical behaviour, actual or suspected fraud, violation of the applicable laws, Codes/Policies of the Company or leak or suspected leak of confidential/ proprietary information etc. and to ensure that they are protected against any adverse action and/ or discrimination as a result of such reporting. During the year under review, the Company had not received any complaint under Whistle Blower Policy and no

complaint was pending as on March 31, 2025. None of the person has been denied access to the Chairperson of the Audit Committee. The said policy is available on the Company’s website and can be accessed through the link https://i kiotech.com/corporate-governance

DETAILS OF DIFFERENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND VALUATION DONE WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.


 
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