Dear Shareholders,

Your directors have pleasure in presenting the 33rd Annual Report on the business and operations of your company along with the Audited Financial statements for the year ended 31^st March 2024.

1. FINANCIAL RESULTS:

The summarized Financial Results for the year ended 31^st March 2024

(Rs. In Lakhs)

2. STATE OF AFFAIRS OF THE COMPANY’S AFFAIRS/ CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company incurred a loss of Rs. (198.69) lakhs against a Net loss of Rs. (113.18) lakhs in the previous year. The Company has started Part manufacturing & Contractual manufacturing of Kitchen and Home Appliances under the Brand ZADASTAR and started promoting & marketing the same.

3. CAPITAL INFUSION:

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 3,04,20,000/- (Rupees Three Crores Four Lakhs Twenty Thousand only). There is change in the paid-up capital of the Company, Since the Company has allotted 14196000 Partly Paid-up Equity Shares of Face value of Rs.5 each at a price of Rs.7 per Rights Equity share

(Including a Premium of Rs.2 per Rights Equity Share) on a Rights Basis in the Board Meeting held on 10th May 2024. Hence, the Paid-up Capital of the Company after post allotment of Right Issue was Rs. 4,81,65,000/- (Rupees Four Crores Eighty One Lakhs Sixty Five Thousand Only)

The Board of Directors at their Board meeting held on 07th August 2024 has decided to increase the Authorized share capital from Rs.11,00,00,000/- (Rupees Eleven Crores only) divided into 2,20,00,000 (Two Crores Twenty Lakhs) Equity Shares of Rs.5/- (Rupees Five) each to Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.5/- (Rupees Five) each ranking pari passu in all respect with the existing Equity Shares of the Company.

The proposed increase of Authorised Share Capital requires the approval of members in general meeting u/s 13 and 61 of the Companies Act, 2013.

4. DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year 2023-24.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the Act, 2013 during the financial year 2023-24.

6. TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during the financial year 2023-24.

7. DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year 2023-24, the Company had not entered into any material transaction with related parties pursuant to the provisions of section 188 of the Companies Act, 2013. AOC-2 is attached to this Report as Annexure III.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report on the business of the Company for the year ended 31st March 2024 as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is annexed as Annexure-I to this report.

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.iykot.com

(i) Composition of Board of Directors and its committees.

(ii) Code of conduct for board and senior management personal.

(iii) Policy for prevention, prohibition and redressal of sexual harassment at the workplace. (iv) Terms and conditions of appointment of Independent Directors. (v) Policy on Board Diversity. (vi) Vigil Mechanism/ Whistle Blower Policy. (vii) Policy for determination of materiality of events or information. (viii) Formalization program for Independent Directors. (ix) Criteria for making payments to Non-Executive Directors. (x) Policy on preservation and archival of documents. (xi) Nomination and remuneration Policy (xii) Performance Evaluation Policy. (xiii) Succession plan. (xiv) Code of conduct for insider trading. (xv) Policy for determination of material subsidiaries. (xvi) Code of practices and procedures for fair disclosure of UPSI.

Since your Company’s paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs.

25 Crores respectively, the provisions of SEBI (LODR) 2015 relating to corporate governance is not applicable.

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.iykot.com. In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director. and is available in the company website www.iykot.com.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

8. The Non-Executive/ Independent Director is not paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

Training in all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (“ICC”) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.iykot.com During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members: 1. Ms. Likhitta Dugar 2. Mrs. Annjana Dugar

The Committee met once in the financial year 2023-24. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your directors state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

The Company does not have any subsidiaries, associates and joint venture companies.

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report under section 134(3)(l) of the companies act, 2013.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

The statutory auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

M/S. Vivekanandan & Associates, Chartered Accountant, (Firm Registration Number: 005268 S) were appointed as statutory auditor of the company for the term of five years in the 31^st Annual General Meeting held on 29^th September 2022 and they continue to be the Auditors till this 36^th Annual General Meeting. But due to some reason M/s. Vivekanadan Associates, Chartered Accountants (Firm’s

Registration No. 05268 S) have tendered their resignation as Statutory Auditors w.e.f. 07.08.2024 which has resulted into a casual vacancy in the office of Statutory Auditors of the Company.

The Board of Directors of the Company has appointed M/s. KGS & Associates, Chartered

Accountants (Firm’s Registration No. 010806S) as the Statutory Auditors of the Company to fill the casual vacancy from the conclusion of the 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2029.

There are no qualifications, reservations, remarks or disclaimers made by M/s. Vivekanadan Associates, Statutory Auditors, in their audit report.

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Swetha Subramanian, Partner of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (Membership No. F10815, CP No. 12512) was appointed to conduct the Secretarial Audit for the financial year 2023-2024.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as

There are no material qualifications in the Secretarial Report for the financial year 2023-24 except few which was taken on record for due action.

The company is in the process of dematerialising the shares of promoters.

Mr V S Saptharishi B.Com F C A (M.No.024123) was appointed as an Internal Auditor of the Company w.e.f., 01st April 2023. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under the purview of Cost Audit.

The Board consists of 4 directors and 3 KMP including a Whole Time Director, Company Secretary and Chief Financial Officer.

? To appoint a director in place of Mrs. Annjana Dugar (having DIN 02189257) who retires from office by rotation and being eligible offers herself for reappointment.

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards’ functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance. The board and the committee were evaluated on various criteria as stated below: 1. Composition of the Board and Committee. 2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee. 4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria: 1. Attendance of meetings. 2. Understanding and knowledge of the entity. 3. Maintaining Confidentiality of board discussion. 4. Contribution to the board by active participation. 5. Maintaining independent judgment in the decisions of the Board

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 10^th February 2024, without the attendance of Non-Independent Directors and members of Management.

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.iykot.com

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2024, which has been relied on by the Company and placed at the Board Meeting.

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with however improvements in certain areas are being made.

28. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the

Company’s website www.iykot.com

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels.

The Committee also reviews the observations forming part of internal auditors’ report, key issues and areas of improvement, significant processes and accounting policies.

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500crore or more, or a turnover of Rs.1,000crore or more or a net profit of Rs5crore or more during any financial year are required to constitute a CSR committee and our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the

Companies (Management and Administration) Rules, 2014, is available on company’s website and can be accessed www.iykot.com.

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under section 143(10) of the Companies Act, 2013.

36. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY: a. In view of the pandemic and employees working from home the registered office has been shifted to a very small place wherein there is absolutely no power consumption when compared to the earlier years b. Improvements in operating efficiency and reduction in the employee strength.

(i) The efforts made towards technology absorption: NIL (ii) Benefits derived Production improvement: NIL Cost Reduction: NIL Production development or Import substitution; NIL (iii) Import Technology; NIL (iv) Expenditure incurred on Research and Development; NIL

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year, with the approval of the Board of Directors, your Company has informed the non-applicability provision to the Bombay Stock Exchange. Since the provision of Corporate Governance is not applicable for the entire Financial Year 2023-24, a separate report of Corporate Governance is not disclosed in the Annual Report 2023-24.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

39. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC: NIL

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay Stock Exchange.

The Register of Members and Share Transfer books of the company will be closed with effect from Wednesday, 18th of September 2024 to Tuesday, 24th of September 2024 (both days inclusive).

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, cooperation, and support given by the Central Government, the Government of Tamil Nadu during the year. They also wish to convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year. Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

The statements contained in the Board’s Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation.