IKIO Lighting Ltd

TO

THE MEMBER(S),

IKIO LIGHTING LIMITED

Your Directors take pleasure in presenting the 08^th (Eight) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

FINANCIAL REVIEW AND ANALYSIS/STATE OF COMPANY'S AFFAIRS

Your Company has generated on a Standalone basis, the total revenue of H2,602.18 million for the Financial Year ended March 31, 2024 as against H2,439.90 million for the Financial Year ended March 31, 2023. Your Company has earned profit after tax of H286.76 million for the Financial Year ended March 31, 2024 as against net profit of H246.42 million for the Financial Year ended March 31, 2023.

On a Consolidated basis, the total revenue for the Financial Year ended March 31, 2024 was H4,532.99 million as against H3,619.32 million for the Financial Year ended March 31, 2023. Your Company has earned profit after tax of H605.71 million for the Financial Year ended March 31, 2024 as against net profit of H500.38 million for the Financial Year ended March 31, 2023.

These Financial Information are also available at the website of the Company at https://ikio.in.

During the year under review, your Company's performance remained largely flat due to muted demand in the industry, mainly exports. ODM Lighting Solutions' revenues remained largely flat. Product Display continued to clock double-digit sales growth. Energy Solution & Others faced an inventory pile up, however witnessing a gradual pick-up in inventory clearances for RV products in the USA.

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 2023-2024, the Company got listed on BSE Limited and National Stock Exchange Limited on 16^th June 2023.

During the Financial Year 2023-24, the "Fine Technologies (India) Private Limited" (wholly owned subsidiary) has been amalgamated with "Royalux

Lighting Private Limited" (Step down subsidiary) vide Order No. RDNR/TC-1/233/AA6493578/2023/10716 dated March 18, 2024, the Regional Director of Northern Region. Now Royalux Lighting Private Limited has become the wholly owned subsidiary of the Company.

Also, Due to effect of Amalgamation "Royalux Exports Private Limited" has now become the wholly owned subsidiary of "Royalux Lighting Private Limited".

Also, IKIO Solutions Private Limited (Wholly-Owned Subsidiary of IKIO Lighting Limited) has incorporated a New wholly owned subsidiary in the name of "ROYALUX LLC" in USA at "INDIANAPOLIS IN 46240".

After closure of FY 2023-24, IKIO Solutions Private Limited has acquired 100% shareholding in "Ritech Holding Limited", having registered office at DD- 14-124-027, Al Katem Tower Wework Hub 71, Abu Dhabi, Al Maryah Island UAE. Ritech Holding Limited, has downline subsidiary "Royalux FZCO" at Jebel Ali Free Zone.

FUTURE PROSPECT AND OUTLOOK OF THE COMPANY

The Government of India's vision of Make in India, Make for the World, supported by various schemes and incentives, has contributed to the development of India as an alternative manufacturer to China. The Indian EMS industry has a lot of opportunities due to import substitution and India's growing penetration in the domestic market. OEMs are seeking new ways to innovate products, and transitioning from plain vanilla contract manufacturing to Original Design Manufacturing. The domestic production has nearly doubled between FY17 and FY22 and is expected to grow at a CAGR of 24% between FY22 and FY27. Over the next five years, the EMS market in India is expected to reach USD 80 billion (Source EY).

Given this huge opportunity, we believe we are in the right place at the right time. Your company is poised for its next leg of growth as we have recently commissioned Block I of ~2 Lac Sq Ft. which is part of the greenfield expansion project. We have introduced two new product categories which are Hearables and Wearables. Apart from the existing geographies, we have forayed into the Gulf market for exports of our products under the Product Display segment. For the US market, in addition to the RV business, we recently started supplying our Industrial and Solar products to Energy Services Companies. The future looks promising for your company and we look forward to exciting times 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

Your Directors are pleased to recommend a dividend of H1/- (Rupee One Only) per equity share of face value of H10/- each (i.e. 10%) for the financial year ended March 31, 2024 subject to the approval of the Shareholders in the ensuing Annual General Meeting ("AGM"). The total outgo on account of dividend will be H7,72,80,701.

In view of the changes made under the Income-tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source (If any).

The dividend recommended is in accordance with the Company's Dividend Distribution Policy ("the Policy") adopted in pursuance to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"). The Policy contains broad parameters and factors while recommending/ declaring dividend(s) by the Board of Directors. The Policy is available on the Company's website at https:// ikio.in/uploads/policy/Dividend%20Distribution%20 Policy.pdf

INITIAL PUBLIC OFFER

A major highlight for the year under review was the successful Initial Public Offering ("IPO") of the Company. The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on June 16, 2023. This is surely a milestone in our corporate strategy, and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company's IPO and for reiterating their faith in its long term growth story.

The IPO comprised of 2,12,80,701 equity shares of face value of ^ 10 each, aggregating to ^ 6,065 million which includes fresh issue of 1,22,80,701 Equity Shares aggregating to ^ 3,500 million and offer for sale of 90,00,000 Equity Shares aggregating to ^ 2,565 million.

UTILISATION OF IPO PROCEEDS

The proceeds of the funds raised through IPO by the Company are being utilized 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:

*GST amount of H 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")

During the FY 2023-24, there has been no deviation in the utilization of the IPO proceeds by the Company.

SHARE CAPITAL

As on March 31, 2024, the Authorised Share Capital of your Company is H1,00,00,00,000/- comprising of 10,00,00,000 equity shares of H10/- each. and the paid-up equity share capital of the Company is H77,28,07,010 /- comprising 7,72,80,701 equity shares of H10/- each fully paid-up.

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, 2024.

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 A 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 B 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, 2024, your Company had

04 Subsidiaries (including direct, Step-down Subsidiaries).

Direct Subsidiaries

• Royalux Lighting Private Limited

• IKIO Solutions Private Limited

Indirect Subsidiaries

• Royalux Exports Private Limited

• Royalux LLC

During the Financial Year 2023-24, the "Fine Technologies (India) Private Limited" (wholly owned subsidiary) has been amalgamated with "Royalux Lighting Private Limited" (Step down subsidiary) vide Order No. RDNR/TC-1/233/AA6493578/2023/10716 dated March 18, 2024 of the Regional Director of Northern Region.

Due to amalgamation, "Royalux Lighting Private Limited" has now become the wholly owned subsidiary of the IKIO Lighting Limited and Royalux Exports Private Limited" has now become the wholly owned subsidiary of "Royalux Lighting Private Limited".

Also, IKIO Solutions Private Limited (Wholly-Owned Subsidiary of IKIO Lighting Limited) has incorporated a New wholly owned subsidiary in the name of "ROYALUX LLC" in USA at "INDIANAPOLIS IN 46240".

After closure of FY 2023-24, IKIO Solutions Private Limited has acquired 100% shareholding in "Ritech Holding Limited", having registered office at DD- 14-124-027, Al Katem Tower Wework Hub 71, Abu Dhabi, Al Maryah Island UAE. Ritech Holding Limited, has downline subsidiary "Royalux FZCO" at Jebel Ali Free Zone.

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 C, forms part of this Report. Please refer the consolidated financial statements for the financial year ended March 31, 2024 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://ikio.in/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://ikio.in/uploads/ policy/IKIO%20POLICY-FOR-DETERMINING- MATERIAL-SUBSIDIARIES.PDF. 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 16^th June 2023.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

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) i n 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 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, 2024 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, 2024. 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, 2024 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 2023-24, seven board meetings were held on 12/05/2023, 29/05/2023, 10/06/2023, 24/06/2023, 04/08/2023 04/11/2023 and 08/02/2024. 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, 2024, 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 Auditor

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.

The Auditors' Report for the FY 2023-24 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 a Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report is annexed as Annexure D 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. Pursuant to Regulation 24A of the SEBI Listing Regulations. the Secretarial Audit Report of Royalux Lighting Private Limited and Royalux Exports Private Limited for the financial year ended March 31, 2024 issued by Practicing Company Secretaries are annexed as Annexure E & F respectively to this Report.

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 2023-24.

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 there under, 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 July 04, 2023 has reaffirmed its rating on the long term bank facilities ‘CRISIL BBB-/Positive'.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprises of 6 Directors (3 Executive and 3 Non-Executive Directors). Independent Directors constitute 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:

• Mr. Hardeep Singh (DIN: 00118729), who was liable to retire by rotation was re-appointed by the members vide ordinary resolution at the AGM held on September 14, 2023.

• Based on the market capitalisation, 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 Additional Director in the capacity of Independent Woman Director on the Board of Directors of the Company w.e.f May 24, 2024.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mrs. Surmeet Kaur (00118695) is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The resolution seeking Members approval for her reappointment forms part of the AGM Notice. The Board of Directors of your Company has recommended her re-appointment based on the recommendation of Nomination and Remuneration Committee. A brief resume of Mrs. Surmeet Kaur 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.

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. Subhash Chand Agrawal (Chief Financial Officer) and Mr. Sandeep Kumar Agarwal (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company as on March 31, 2024.

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 organization 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 minimize impact on environment and promotes inclusive growth.

The CSR policy of the Company is available on the website of the Company at https://ikio.in/uploads/ policy/Corporate%20Social%20Responsibility%20 (CSR)%20Policy.pdf.

The Company's CSR policy statement and the annual report on CSR activities undertaken during the financial year ended March 31, 2024, 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 G" 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://ikio.in/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 H to this 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.

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 2023-24 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. 43 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://ikio.in/ uploads/policy/Related%20Party%20Transaction%20 Policy.pdf.

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 accessed through the link https://ikio.in/uploads/ policy/Nomination%20&%20Remuneration%20 Policy.pdf.

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, taking into account 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 unauthorized 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://ikio.in/uploads/policy/Risk%20 Management%20Policy.pdf.

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 of 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 with in 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, 2024.

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, 2024. 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://ikio.in/uploads/ policy/VigilMechanismPolicy.pdf.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION 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.