IKIO Technologies Ltd

TO,

THE MEMBER(S)

IKIO Technologies Limited

(Formerly Known as IKIO Lighting Limited)

Your Directors take pleasure in presenting the 09^th (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

Amount in million (?)

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 (?)

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

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

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).

Direct Subsidiaries

Indirect 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.

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

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

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 10^th 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 self-
explanatory 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 2029-
30, 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 re-
appointment 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, Whole-
time 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 re-
adjustment 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 set-
up 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:

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.