Your Directors take pleasure in presenting the 10^th (Tenth) Annual Report on the business and operations of
the Company and the accounts for the Financial Year ended March 31, 2026.

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 H 1,698.23 million for the financial
year ended March 31, 2026 as against H 2,077.26
million for the financial year ended March 31, 2025.
Your Company has earned profit after tax of H 147.80
million for the financial year ended March 31, 2026 as
against net profit of H 236.05 million for the financial
year ended March 31, 2025.

Your Company has generated on a Consolidated basis,
the total revenue of H 5952.93 million for the financial
year ended March 31, 2026 as against H 4858.79 million
for the financial year ended March 31, 2025. Your
Company has earned profit after tax of H 415.55 Million
for the financial ended March 31, 2026 as against net
profit of H 324.19 million for the financial year ended
March 31, 2025.

These Financial Information are also available at the
website of the Company athttps://ikiotech.com/
financial-information.

During the year under review, the Company recorded
healthy revenue growth driven by strong momentum
in the diversified "Other Business” segment, supported
by traction in hearables & wearables, product display
lighting, energy solutions and international markets,
particularly the Middle East. The Company continued to
diversify its customer base and product portfolio while
strengthening its global presence.

Profitability improved during the year, aided by operating
leverage, improving efficiencies and cost optimisation
measures, despite continued investments towards
capacity expansion, new product categories and
operational capabilities. The Company also continued
to strengthen its manufacturing infrastructure and
expand into newer business verticals and geographies,
positioning it well for sustainable long-term growth.

Further, the management discussion and analysis report,
as required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part
of the Annual Report.

MATERIAL DEVELOPMENTS DURING THE
FINANCIAL YEAR UNDER REVIEW AND
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THIS
REPORT

Except as disclosed in the given para, no other material
changes or commitments affecting the financial
position of the Company have occurred between the
end of the financial year and the date of this Report.

The Board of Directors, at its meeting held on May 13,
2025, approved the appointment of Mr. Sanjeet Singh
as the Chief Executive Officer (CEO) of the Company,
which was subsequently approved by the shareholders
at the Annual General Meeting held on August 21, 2025.

At the same meeting, the Board also approved
the appointment of M/s MAKS & Co., Company
Secretaries, as the Secretarial Auditor of the Company
for a term of five consecutive years, commencing
from the financial year 2025-26 up to 2029-30.
The said appointment was duly approved by the
shareholders at the Annual General Meeting held on
August 21, 2025.

Further, based on the recommendation of NRC
Committee, the Board approved the grant of 1,95,000
stock options at its meeting held on May 13, 2025,
and an additional grant of 17,500 stock options at its
meeting held on August 02, 2025, to eligible employees
of the Company and its subsidiary companies under
the applicable Employee Stock Option Scheme.

During the financial year 2025-26, Mr. Atul Jain
tendered his resignation from the position of Chief
Financial Officer (CFO) of the Company due to personal
reasons and was relieved from his duties with effect
from July 01, 2025.

Subsequently, Mr. Sanjeet Singh was also appointed as
the Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company with effect from
August 02, 2025. He currently holds the positions of
Whole-Time Director (WTD), Chief Financial Officer
(CFO), and Group Chief Executive Officer (Group CEO)
of the Company.

IKIO Solutions Private Limited, a wholly owned
subsidiary of the Company, entered into a Share
Purchase Agreement on December 08, 2025, for
the acquisition of 88% equity shareholding in Gravus
Tech Private Limited, thereby making it a step-down
subsidiary of the Company.

Further, Ritech Holding Limited, UAE, a wholly owned
subsidiary of IKIO Solutions Private Limited (and
consequently a step-down subsidiary of the Company),
has incorporated a new subsidiary in the United Arab
Emirates under the name Royalux General Trading
LLC, UAE.

Mrs. Rachana Chowdhary, Non-Executive Women
Independent Director of the Company, tendered her
resignation due to personal reasons and was relieved
from her duties with effect from the close of business
hours on April 04, 2026.

Further, based on the recommendation of the
Nomination and Remuneration Committee, the Board
of Directors, at its meeting held on May 02, 2026,
approved the appointment of Ms. Madhu Pandit (DIN
No: 11653915) as an Additional Director in the category
of Non-Executive Women Independent Director, and
recommended her appointment as a Non-Executive
Women Independent Director subject to the
approval of the shareholders at the ensuing Annual
General Meeting for a term five (5) consecutive years,
commencing from May 02, 2026 up to May 01, 2031.

Based on the recommendation of Audit Committee M/s
Shiv Saroj & Associates, Chartered Accountants (FRN:
019715N), were appointed as the Internal Auditors of
the Company for a period of six months from April 01,
2026 to September 30, 2026 at the Board meeting
held on May 02, 2026.

Further, Based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on May 02, 2026, approved the appointment of
M/s. Agarwal & Saxena Chartered Accountants (Firm
Registration No. 002405C), as the Statutory Auditors
of the Company for a term of five (5) consecutive
years, commencing from the financial year 2026-27
up to the financial year 2030-31 in place of retiring
Auditor M/s. BGJC & Associates LLP, Chartered
Accountants. Further, the Company has received their
consent and Certificate of Eligibility under Section
139 of the Companies Act, 2013 to act as Statutory
Auditor of the Company from M/s Agarwal & Saxena,
Chartered Accountants.

Based on the recommendation of the Risk Management
Committee and the Nomination & Remuneration
Committee, the Board of Directors, at its meeting held
on May 02, 2026, has approved the appointment of
Mr. Narendra Prasad as the Chief Information Security
Officer (CISO) of the Company.

The Board of Directors of the Company has approved
the commencement of the Hearables and Wearables
("HWA) business vertical directly under the Company
through resolution by circulation w.e.f April, 2026.

However, Royalux Lighting Private Limited, a
wholly owned subsidiary of the Company, shall
discontinue Hearables and Wearables (HWA) business
vertical thereafter.

FUTURE PROSPECT AND OUTLOOK OF THE
COMPANY

India's Electronics Manufacturing Services (EMS) sector
continues to witness strong growth momentum,
supported by the “China 1” strategy, increasing

localisation, expanding domestic consumption
and favourable government initiatives such as the
Production Linked Incentive (PLI) schemes. Rising
demand across consumer electronics, automotive
electronics, industrial automation, smart devices and
energy-efficient solutions is further strengthening
India's position as a preferred global manufacturing
destination. India's EMS which is valued at USD 33
Bn in 2024 is expected to grow at a CAGR of ~30% to
reach USD 155 Bn by 2030 supported by sectors shift
in trend from Low-Mix, High-Volume (LMHV) assembly
with limited value addition to High-Mix, Low-Volume
(HMLV) manufacturing.

The industry is expected to witness sustained growth
over the coming years, driven by increasing global
outsourcing, supply chain diversification and growing
adoption of advanced electronic products and smart
technologies. Additionally, opportunities emerging
from automotive lighting, wearables, hearables,
industrial electronics and exports are expected to
support long-term industry expansion.

Capitalising on these opportunities, the Company
remains well-positioned for its next phase of growth,
supported by:

♦ Capacity Expansion: The Company continues to
strengthen its manufacturing capabilities through
its ongoing greenfield expansion project in Noida.
While Block I (~2 lakh sq. ft.) is operational, Block
II (~2 lakh sq. ft.) is nearing commercialisation and
is expected to support future scale-up across new
business verticals.

♦ New Product Categories and Diversification:

The Company continues to diversify its business
mix through expansion into hearables, wearables,
automotive lighting and electronic solutions, while
strengthening its presence across product display
lighting, energy solutions and ODM/EMS offerings.

♦ Geographical Expansion: The Company continues
to strengthen its international presence with

presence in more than 20 countries, supported
by increasing customer additions and expanding
export opportunities. Revenue from outside India
remained healthy during the year and stood at 18%
of the overall revenue mix in FY26.

♦ Strengthening Distribution and Market Reach:

The acquisition of Gravus Tech is expected to
further strengthen the Company's marketing
and distribution capabilities and support deeper
market penetration with minimal capital outlay.

The Company remains optimistic about the long-term
growth opportunities supported by its diversified
product portfolio, expanding manufacturing
capabilities, strong customer relationships and
continued focus on innovation, operational efficiencies
and global expansion.

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 profit 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, 2026.
Dividend Distribution Policy is available on the website
on the linkhttps://ikiotech.com/corporate-governance.

UTILISATION OF IPO PROCEEDS

The proceeds of the fund 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:

Upto March 31, 2026, the Company has utilised
H 2,871.18 million out of the IPO proceeds, with an
unutilised balance of H 390.23 million. 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 in
their meeting held on May 02, 2026 has approved
the extension of the timeline for deployment of the
remaining IPO proceeds up to the Financial Year
2026-27, in line with the original objects disclosed in
the Prospectus.

However, the Company has utilised H 514.45 million
during FY 2025-26, and the remaining H 390.23
million is approved to be utilised in FY 2026-27.

SHARE CAPITAL

As on March 31 2026, the Authorised Share Capital
of your Company is H 1,00,00,00,000/- comprising
of 10,00,00,000 equity shares of H 10/- each, and
the paid-up equity share capital of the Company is
H 77,28,07,010/- comprising 7,72,80,701 equity shares
of H 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.

During the year, based on the recommendation of the
Nomination and Remuneration Committee, the Board
of Directors of the Company approved the grant of
1,95,000 Stock Options at its meeting held on May 13,
2025, and a further grant of 17,500 Stock Options at
its meeting held on August 02, 2025. These Stock
Options are convertible into an equivalent number of
equity shares of the Company, having a face value of
H 10 each, and have been granted to eligible employees
of the Company and its subsidiary companies.

A certificate from Secretarial Auditor of the Company
i.e. M/S MAKS & CO. 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 Compliance Certificate
received from Practicing Company Secretary, Pursuant
to Regulation 13 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 is
available at the Registered office and Corporate office
of the Company for inspection during the AGM.

Further, the Disclosure pursuant to Regulation 14
of SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, for the financial year ended
March 31, 2026 is available on the website of the
Company athttps://ikiotech.com/.

During the year under review, the eligible employees
of the Company and Subsidiary Companies did not
exercise the stock options granted under the Scheme.

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 to the Investor
Education and Protection Fund (IEPF) established by
the Central Government.

The Company had declared dividend for the first time
in the financial year 2023-24. An amount of H 47,467
pertaining to the said dividend remains unpaid/
unclaimed as on March 31, 2026. The Company is
taking necessary steps to communicate with the
concerned shareholders to enable them to claim
their dividend.

In accordance with the provisions of the Companies
Act, 2013, the unpaid/unclaimed dividend shall
be transferred to the IEPF upon completion of the
stipulated period, if remaining unclaimed.

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
Act 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, 2026.

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-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 Statement 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, 2026, your company had 08
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-C, forms part of this Report.
Please refer the consolidated financial statements for
the financial year ended March 31, 2026 for the details
of performance and contribution of the subsidiaries to
the overall performance of the 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 assessed through the linkhttps://
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 linkhttps://ikiotech.com/corporate-governance.
During the year under review, your Company had
three material unlisted subsidiary companies namely,
Royalux Lighting Private Limited and Royalux Exports
Private Limited, IKIO Solutions 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, 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 2025¬
26 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 condition of
Corporate Governance as stipulated under Regulations
17 to 27 and clause (b) to (i) of Regulations 46 (2)
and paragraphs C, D and E of Schedule V of the SEBI
Listing Regulations is annexed with the Corporate
Governance Report.

DIRECTOR’S RESPONSIBILITY STATEMENT

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

(i) In the preparation of Annual accounts, the
applicable accounting standard 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, 2026 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 declaration 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 circumstances or situations, which exist 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 Director 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
the 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 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 directorship in
more than ten public companies including seven listed
companies and none of the Independent Directors
served as an Independent Directors in more than
seven listed entities as on March 31, 2026. Further, no
Whole-Time Directors of the Company served as an
Independent Director in any other listed company.
Necessary disclosures regarding Committee positions
in other public companies as on March 31, 2026 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 2025-26, five board meetings
were held on 01-04-2025, 13-05-2025, 02-08-2025,
07-11-2025, 31-01-2026. 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, 2026 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, Chartered Accountants,
Statutory Auditors of the Company, shall complete
their present term at the conclusion of the ensuing 10^th
Annual General Meeting of the Company scheduled to
be held on July 30, 2026. The Board of Directors places
on record its appreciation for the valuable services
rendered by them during their tenure.

Based on the recommendation of the Audit Committee
and Board of Directors, the Members of the Company
at 10^th Annual General Meeting shall approved the
appointment of M/s Agarwal & Saxena, Chartered
Accountants (Firm Registration No. 002405C), as
Statutory Auditors of the Company for a term of five (5)
consecutive years, commencing from the financial year
2026-27 up to the financial year 2030-31.

The Audit Reports issued by M/s BGJC & Associates,
Chartered Accountants, on the Standalone and
Consolidated Financial Statements of the Company
for the financial year ended March 31, 2026 form
part of the Annual Report and does not contain any
qualification, reservation, adverse remark or disclaimer.
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. MAKS & Co., Practicing Company Secretaries
(COP No. 16235, Membership No. FCS: F8619), were
appointed as the Secretarial Auditors of the Company
with the approval of the shareholders at the 9^th Annual

General Meeting, for a term of five consecutive years
commencing from April 01, 2025 to March 31, 2030
("the Term”), on such terms and conditions, including
remuneration, as may be determined by the Board of
Directors (hereinafter referred to as the "Board”, which
expression shall include any Committee thereof or
person(s) authorised by the Board).

The Secretarial Audit Report for the financial year
2025-26 is annexed as Annexure-D to this Report.
The Report is self-explanatory and does not contain any
qualification, reservation or adverse remark.

Further, Royalux Lighting Private Limited, Royalux
Exports Private Limited and IKIO Solutions Private
Limited are material subsidiaries of the Company.
In compliance with Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Reports
of these material subsidiaries for the financial year
ended March 31, 2026, issued by Practicing Company
Secretaries, are annexed to this Report as Annexure-E,
F and G, respectively.

Cost Auditor

The provision of Section 148 of Companies Act, 2013
about appointment of Cost Audit are not applicable to
the Company. However, the Company is maintaining
cost records as prescribed under the applicable
provisions of the Companies Act, 2013.

Internal Auditor

M/s Shiv Saroj & Associates, Chartered Accountants
(FRN: 019715N), were appointed as Internal Auditors
of the Company for the financial year 2025-26 and
conducted the internal audit of the functions and
activities of the Company.

Based on the recommendation of the Audit Committee,
the Board of Directors at its meeting held on May 02,
2026 approved the appointment of M/s Shiv Saroj &
Associates, Chartered Accountants (FRN: 019715N), as
Internal Auditors of the Company for the period from
April 01, 2026 to September 30, 2026.

Further, prior to the expiry of the aforesaid tenure,
the Audit Committee shall review the performance
of the Internal Auditors and, based on such review,
consider recommending their re-appointment for the
remaining period of the financial year 2026-27.

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

During the year under review and pursuant to Section
197(14) of the Companies Act, 2013 and based on the
recommendation of the Nomination and Remuneration
Committee, the Board recommended the payment
of commission not exceeding 1% of the net profits of
the Company and aggregating to H 19,00,000 to the
Non-Executive Independent Directors for the financial
year 2025-26, subject to approval of the shareholders.

CREDIT RATING

The credit rating agency, CRISIL Limited on September
29, 2025 has reaffirmed its rating on the long-term
bank facilities ‘CRISIL BBB-/Stable'.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, 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 & Key
Managerial Personnel of the Company:

♦ Mr. Sanjeet Singh (DIN: 08353656), who was liable
to retire by rotation, was re-appointed by the
Members by passing an Ordinary Resolution at the
Annual General Meeting held on August 21, 2025.

♦ Mr. Atul Jain tendered his resignation from the
position of Chief Financial Officer (CFO) of the
Company with effect from July 01, 2025.

♦ Based on the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors at its meeting held on May 13, 2025,
designated Mr. Sanjeet Singh (DIN: 08353656),
Whole-Time Director of the Company, as the Chief
Executive Officer (CEO). The said appointment was
subsequently approved by the Members at the
Annual General Meeting held on August 21, 2025
by way of an Ordinary Resolution.

♦ Based on the recommendation of the Nomination
and Remuneration Committee, the Board at its
meeting held on August 02, 2025 approved the
appointment of Mr. Sanjeet Singh (DIN: 08353656)
as Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) with effect from the same
date. Now, he holds the positions of Whole-Time
Director (WTD), Chief Financial Officer (CFO), and
Group Chief Executive Officer (Group CEO) of
the Company.

♦ Ms. Rachana Chowdhary has tendered her
resignation, vide resignation letter dated April 04,
2026, as the Independent Director of the Company,
with effect from the close of business hours on
April 04, 2026.

♦ Further, Based on the recommendation of the
Nomination & Remuneration Committee, the
Board of Directors, at its meeting held on May
02, 2026, has approved the appointment of
Ms. Madhu Pandit (DIN: 11653915) as an Additional
Director in the category of Non-Executive
Woman Independent Director of the Company
and recommended her appointment as a Non¬
Executive Women Independent Director for a first
term of five (5) consecutive years, commencing
from May 02, 2026 up to May 01, 2031, subject to
the approval of the shareholders in the 10^th Annual
General Meeting of the Company.

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr. Hardeep Singh (Chairman
& Managing Director), Mrs. Surmeet Kaur (Whole Time
Director), Mr. Sanjeet Singh (Whole Time Director, CFO
& Group CEO), Mr. Sandeep Kumar Agarwal (Company
Secretary & Compliance Officer) are the Key Managerial
Personnel of the Company as on March 31, 2026.

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 endeavours 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 athttps://ikiotech.com/
corporate-governance.

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.

Further, the CSR expenditure incurred during the
Financial Year 2025-26 amounted to H 68,50,000,
which has been fully utilised towards CSR activities, and
no unspent amount or liability remains outstanding as
on March 31, 2026. The details thereof are provided in
the Annual Report on CSR Activities annexed to this
Report as Annexure-H.

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 linkhttps://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-I. The same is available on
the website of the company and can be accessed
through the linkhttps://ikiotech.com/stock-exchange-
intimations.

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.

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 of business 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 linkhttps://ikiotech.com/
corporate-governance.

The particulars of contracts or arrangements with
related parties referred to in Section 188(1) of the
Companies Act, 2013, as prescribed in Form AOC-2
which forms part of this Board of Director's Report as
Annexure-J.

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
linkhttps://ikiotech.com/corporate-governance.

Further, the said policy also includes criteria for
Board Diversity.

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
linkhttps://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 REDRESSAL OF SEXUAL HARASSMENT
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, 2026.

The table below provides details of complaints
received/disposed during the financial year 2025-26:

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, 2026. 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 linkhttps://ikiotech.com/corporate-governance.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company has in place a familiarisation programme
for Independent Directors to provide them with
insights into the Company's business, operations and
regulatory environment. Details of the programme are
available on the Company's website athttps://ikiotech.
com/corporate-governance.

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.

By Order of the Board
For IKIO Technologies Limited

Sd/- Sd/-

Hardeep Singh Surmeet Kaur

Managing Director Whole Time Director

DIN No: 00118729 DIN No: 00118695

Place: Noida
Date: May 02, 2026