Directors Report of IKIO Technologies Ltd.

Mar 31, 2025

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

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

	Standalone		Amount in million (?) Consolidated
	Financial Year ended		Financial Year ended
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	2,077.26	2,409.76	4,858.79	4,379.50
Other income	198.34	192.42	151.13	153.46
Total Income	2,275.60	2,602.18	5,009.91	4,532.99
Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	374.39	479.42	750.81	1,080.67
Less: Depreciation/ Amortisation/ Impairment	28.83	29.86	242.72	120.00
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses	345.56	449.56	508.09	960.67
Less: Finance Cost	41.82	58.00	83.62	115.57
Profit/Loss Before Exceptional items and Tax Expenses	303.74	391.56	424.47	845.10
Add/(less): Exceptional items	-	-	-	-
Profit/Loss Before Tax	303.74	391.56	424.47	845.10
Less: Taxes (Current & Deferred)	67.69	104.80	100.30	239.39
Profit/Loss for the year	236.05	286.76	324.17	605.71
Total Comprehensive Income for the Year	236.92	287.20	332.08	607.19

FINANCIAL REVIEW AND ANALYSIS/STATE OF COMPANY''S AFFAIRS

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

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

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

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

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

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

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

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

Besides this, Ritech Holdings Limited (UAE), a

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

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

FUTURE PROSPECT AND OUTLOOK OF THE COMPANY

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

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

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

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

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

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

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

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

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

UTILISATION OF IPO PROCEEDS

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

			Amount in Million (?)
Particulars	Original Allocation (In million)	Fund Utilised Up to March 31, 2025 (In million)	Fund Unutilised Up to March 31, 2025 ((In million))	Deviation (If any)
1) Repayment/prepayment, in full or part, of certain borrowings availed by Company and its Subsidiaries on consolidated basis	500	500	Nil	Nil
2) Investment in wholly owned Subsidiary, IKIO Solutions Private Limited, for setting up a new facility at Noida, Uttar Pradesh	2123.12	1218.95	904.17	Nil
3) General Corporate Purposes (GCP)	638.29 *	637.78	0.51	Nil
Total	3261.41	2356.73	904.68	Nil
* GST amount of '' 35.17 million on IPO expenses retained in "Public Issue Accountâ (Refer: page no. 116 of the prospectus, "All aforementioned fees do not include applicable taxes.			footnote to the IPO expenses table on

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

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

SHARE CAPITAL

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

GRANT OF EMPLOYEE STOCK OPTIONS DURING THE YEAR

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

Direct Subsidiaries
Royalux Lighting Private Limited (RLPL)	Wholly Owned Subsidiary of the Company
IKIO Solutions Private Limited (ISPL)	Wholly Owned Subsidiary of the Company
Indirect Subsidiaries
Royalux Exports Private Limited	Wholly Owned Subsidiary of RLPL
Royalux LLC, USA	Wholly Owned Subsidiary of ISPL
Ritech Holding Limited, UAE	Wholly Owned Subsidiary of ISPL
Royalux FZCO, UAE	Subsidiary of Ritech Holding Limited, UAE

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

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

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

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

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

TRANSFER AMOUNT TO RESERVES

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

DEPOSITS

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

DEBENTURES

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

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

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

PARTICULARS OF EMPLOYEES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

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

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

MATERIAL SUBSIDIARY

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

LISTING AT STOCK EXCHANGES

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

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

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/COMMITTEE POSITIONS

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

BOARD MEETINGS

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

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

AUDIT COMMITTEE

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

DEPOSITORIES

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

CORPORATE GOVERNANCE REPORT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and the profit and loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

AUDITORS AND THEIR REPORTS Statutory Auditors

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

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

Secretarial Auditor

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

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

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

Cost Audit

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

Internal Auditor

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

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

REPORTING OF FRAUDS

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

SECRETARIAL STANDARDS

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

DISCLOSURE ABOUT RECEIPT OF COMMISSION

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

CREDIT RATING

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

The Companyâs CSR policy statement and the annual report on CSR activities undertaken during the financial year ended March 31, 2025, in accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is given at âAnnexure-Iâ 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 Companyâs website and can be accessed through the link https://ikiotech.com/ annual-return

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

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

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

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

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

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

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

Prior approval of the Audit Committee was sought for entering into related party transactions. A statement of transactions with related parties in the ordinary course ofbusiness and armâs 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 Companyâs website and can be accessed through the link https://i kiotech. com/corporate-governance

NOMINATION AND REMUNERATION POLICY

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

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

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

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

INTERNAL FINANCIAL CONTROL

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

Your Companyâs 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 Companyâs website and can be accessed through the link https://ikiotech.com/corporate-governance

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

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

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

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

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

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

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

No. of complaint at the beginning of Financial Year	Nil
No. of complaints filed during the Financial Year	Nil
No. of complaints disposed during the Financial Year	Nil
No. of complaint pending at the end of Financial Year	Nil

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

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

ACKNOWLEDGEMENT

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

Mar 31, 2024

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

(Amount in '' Millions)

Standalone Consolidated

	Financial Year ended		Financial Year ended
Particulars	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from operations	2,409.76	2,413.59	4379.53	3587.65
Other income	192.42	26.31	153.46	31.67
Total Income	2,602.18	2,439.90	4532.99	3619.32
Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	479.42	415.71	1080.67	806.48
Less: Depreciation/Amortisation/Impairment	29.86	29.04	120.00	57.87
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses	449.56	386.67	960.67	748.61
Less: Financials	58.00	57.35	115.57	90.36
Profit/Loss Before Exceptional items and Tax Expenses	391.56	329.32	845.10	658.25
Add/(less): Exceptional items	-	-	-	-
Profit/Loss Before Tax	391.56	329.32	845.10	658.25
Less: Taxes (current & Deferred)	104.80	82.90	239.39	157.87
Profit/Loss for the year	286.76	246.42	605.71	500.38
Total Comprehensive Income for the Year	287.20	247.21	607.19	501.88

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 Companyâs 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 Limitedâ (wholly owned subsidiary) has been amalgamated with "Royalux

Lighting Private Limitedâ (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 Limitedâ has now become the wholly owned subsidiary of "Royalux Lighting Private Limitedâ.

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

After closure of FY 2023-24, IKIO Solutions Private Limited has acquired 100% shareholding in "Ritech Holding Limitedâ, 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 FZCOâ 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 ("AGMâ). 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 Companyâs Dividend Distribution Policy ("the Policyâ) adopted in pursuance to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulationsâ). The Policy contains broad parameters and factors while recommending/ declaring dividend(s) by the Board of Directors. The Policy is available on the Companyâs 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 ("IPOâ) 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 Companyâs 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 Regulationsâ) is as under:

Particulars		Original Allocation	Fund Utilised Upto March 31, 2024	Fund Unutilised Upto March 31, 2024	Deviation (If any)
1)	Repayment/prepayment, in full or part, of certain borrowings availed by Company and its Subsidiaries on consolidated basis	500	500	Nil	Nil
2)	Investment in wholly owned Subsidiary, IKIO Solutions Private Limited, for setting up a new facility at Noida, Uttar Pradesh	2123.12	579.93	1543.19	Nil
3)	General Corporate Purposes (GCP)	634.38*	443.27	191.11	Nil
Total		3257.50	1523.20	1734.30	Nil

*GST amount of H 35.17 million on IPO expenses retained in âPublic Issue Accountâ (Refer: footnote to the IPO expenses table on page no. 116 of the prospectus, âAll aforementioned fees do not include applicable taxesâ)

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

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

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

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2024, your Company had

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

Direct Subsidiaries

â¢ Royalux Lighting Private Limited

â¢ IKIO Solutions Private Limited

Indirect Subsidiaries

â¢ Royalux Exports Private Limited

â¢ Royalux LLC

During the Financial Year 2023-24, the âFine Technologies (India) Private Limitedâ (wholly owned subsidiary) has been amalgamated with âRoyalux Lighting Private Limitedâ (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, âRoyalux Lighting Private Limitedâ has now become the wholly owned subsidiary of the IKIO Lighting Limited and Royalux Exports Private Limitedâ has now become the wholly owned subsidiary of âRoyalux Lighting Private Limitedâ.

Also, IKIO Solutions Private Limited (Wholly-Owned Subsidiary of IKIO Lighting Limited) has incorporated a New wholly owned subsidiary in the name of âROYALUX LLCâ in USA at âINDIANAPOLIS IN 46240â.

After closure of FY 2023-24, IKIO Solutions Private Limited has acquired 100% shareholding in âRitech Holding Limitedâ, 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 âRoyalux FZCOâ 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 Companyâs 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 âMaterial Subsidiaryâ and the said policy is available on the Companyâs 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

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

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;

(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 Auditorsâ Report for the FY 2023-24 does not contain any qualification. The notes to the financial statements referred to in the Auditorsâ 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

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

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 âCRISIL BBB-/Positiveâ.

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 Boardâs strength.

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

â¢ 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.

â¢ 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)

life of people. The Company feels that the essence of CSR is to integrate economic, environmental and social objectives with the Companyâs 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 Companyâs 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 âAnnexure Gâ to this Report.

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 armâs 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.

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 Companyâs 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

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.

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 Companyâs website and can be accessed through the link https://ikio.in/uploads/policy/Risk%20 Management%20Policy.pdf.

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

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 (âPOSHâ) 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 Companyâs 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

For and on behalf of Board of Directors of IKIO Lighting Limited

Hardeep Singh

Managing Director DIN-00118729

Surmeet Kaur

Place: Noida Whole Time Director

Date: May 24, 2024 DIN-00118695

Mar 31, 2023

The Directors take pleasure in presenting the 07th (Seventh) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2023.

1. Financial Summary or Highlights/ Performance of the Company

Rs. in million
	Standalone		Consolidated¹
Particulars	Financial Year ended		Financial Year ended
	31^st March, 2023	31^st March, 2022	31^st March, 2023	31^st March, 2022
Revenue from operations	2,413.59	2,198.95	3,587.65	2,198.95
Other income	26.31	8.24	31.67	8.24
Total Income	2,439.90	2,207.19	3,619.32	2,207.19
Profit/Loss Before Depreciation, Finance Cost Exceptional items and Tax Expenses	415.71	409.74	806.48	409.74
Less: Depreciation/ Amortisation/Impairment	29.04	24.47	57.87	24.47
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses	386.67	385.27	748.61	385.27
Less: Financial Costs	57.35	5.34	90.36	5 .34
Profit/Loss Before Exceptional items and Tax Expenses	329.32	379.93	658.25	379.93
Add/(less): Exceptional items	-	-	-	-
Profit/Loss Before Tax	329.32	379.93	658.25	379.93
Less: Taxes (Current & Deferred)	82.90	99.83	157.87	99.83
Profit/Loss for the year	246.42	280.10	500.38	280.10
Total Comprehensive Income for the Year	247.21	281.25	501.88	281.25

2. Dividend

The Board of Directors decided to plough back the earnings to strengthen the financials of the Company and not to recommend dividend for the year under review.

3. Reserves

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

4. Brief description of the Company''s working during the year/State of Company''s affairs

During the FY 2022-23, Revenue from Operation of the company on Standalone basis was Rs. 2,413.59 million, against the revenue of Rs. 2,198.95 Million total Profit of the Company on standalone basis was Rs. 247.21 Million, against the Profit of Rs. 281.25 Million during previous year.

Further During the FY 2022-23, audited consolidated revenues stood at Rs. 3,619.32 Million with an EBITDA Margin of 22.3% and a PAT of Rs. 501.88 Million.

Your Directors are putting in their best efforts to improve the performance of the Company.

5. Change in the nature of business

There was no change in the nature of business.

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

During the Financial Year 2022-2023, Status of Company has been changed from Private Limited to Limited w.e.f 18.04.2022.

Further, The Company acquired 100 % shareholding of "Fine Technologies (India) Private Limitedâ and "IKIO Solution Private Limitedâ directly and "Royalux Export Private Limitedâ & "Royalux Lighting Private Limitedâ indirectly (i.e step down subsidiaries) on 12th September, 2022.

After the closure of Financial Year 2022-2023, the Company got Listed on BSE Limited and National Stock Exchange Limited on 16th June 2023.

7. Details of Significant and Material orders passed by the Regulators or Courts or

Tribunals impacting the going concern status and Company''s operations in future.

No Significant and Material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

8. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has maintained adequate internal financial controls with respect to the Financial Statements. Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of Operational and Strategic goals, compliance with Policies, procedure Applicable Laws and Regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. During the Financial Year, the Company has appointed M/s Shiv Saroj & Associates (Chartered Accountants), bearing membership no - 019715N, as Internal Auditor of the Company for Financial Year 2022-23.

9. Details of Subsidiary/Joint Ventures/ Associate Companies

During the Financial Year 2022-23, the Company has acquired 100% shareholding of "Fine Technologies (India) Private Limitedâ and "IKIO Solution Private Limitedâ directly and Shareholding of "Royalux Export Private Limitedâ & "Royalux Lighting Private Limitedâ indirectly as they are wholly owned subsidiaries of Fine Technologies (India) Pvt. Ltd.

As per Section 129(3) of Companies Act, 2013, the Consolidated Financial Statements forms part of this report.

10. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

11. Reports on Management Discussion & Analysis and Corporate Governance

The Management Discussion and Analysis Report and Corporate Governance as required under SEBI LIsting Regulations forms part of this Report.

12. Statutory Auditor

In terms of Section 139 of the Companies Act, 2013, M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration No 003304N/N500056) who were appointed as Statutory Auditors of the Company for a period of 5 years in the 5th Annual General Meeting held on 30/11/2021. The Company has received a certificate from the Auditors to the effect that their appointment is in accordance with the provisions of Sec. 141 of Companies Act, 2013.

13. Auditors'' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2023.

14. A) Share Capital

Authorised Share Capital

As on March 31,2023, Authorised Share Capital of the Company is Rs. 100,00,00,000 (Hundred Crores).

Issued, Subscribed & Fully Paid-up Share Capital

As on March 31,2023, the Company''s issued and paid up capital stands Rs. 65,00,00,000/- divided into 6,50,00,000 fully paid up equity shares of Rs. 10/- each. The Company has issued Initial Public Offer (IPO) and the Company got listed on BSE Limited and National Stock Exchange Limited on 16th June 2023. After Listing of the Company, the issued and paid up Equity Share capital of the Company stands Rs. 77,28,07,010 /- divided into 7,72,80,701 fully paid up equity shares of Rs. 10/-each. As on the date of signing of the Board Report, there is no Change in Capital of the Company Up to the date of the Board meeting held on August 04, 2023, to approve this report.

B) Issue of Equity Shares with Differential Rights/ Buy Back Of Securities/ Issue of sweat equity shares/ Bonus Shares/ Provision of money by company for purchase -of its own shares by employees or by trustees for the benefit of employees

During the FY 2022-23, the Company has issued the Bonus shares in the ratio of 8 Equity Shares for every 5 Equity Shares held as on September 14, 2022.

The Company has issued 4,00,00,000 (Four Crore) Equity Shares as Bonus shares on 1 7th September, 2022 to the Shareholder as on September 14, 2022.

i\x I /

C) Issue of Employee Stock options

The Company has not issued any shares as Employee Stock Options Scheme during the year under consideration.

15. Extract of the Annual Return

The Annual Return of the Company is available on the website of the Company at https://ikio.in/annual-return.

16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a.) Conservation of Energy & Technology Absorption: Every effort is made to save Electricity, water and other resources. Conventional lights have been replaced with LED as per need. Employees are trained to switch off lights and other devices when not in use.

b) Export Activities: The Company is regularly exporting its products mainly to USA market and registration process for exports to some other countries is continued.

c) Foreign Exchange Earnings and Outgo: The

Income & Expenditure in foreign exchange (on standalone basis) is as under during the year under review:

Foreign Exchange Earning: Rs. 4.19 Million (previous year Rs. 24.50 Million)

Expenditure in Foreign Currency: Rs.819.60 million (previous year Rs. 828 million)

17. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (âCSR'') 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 endeavours to manage its operations with an emphasis on Sustainable development to minimize impact on environment and promote inclusive growth.

The details of CSR activities are furnished in CSR-1 as Annexure-I and are attached to this Report.

18. Directors

A) Changes in Directors and Key Managerial Personnel

During the financial year, designation of Mrs. Surmeet Kaur & Mr. Sanjeet Singh has been changed from Director to Whole-Time Directorw.e.f01 /06/2022.

Further Mr. Chandra Shekhar Verma & Mr. Kishore Kumar Sansi were appointed as Independent Director(s) w.e.f. 14/04/2022, and Mr. Rohit Singhal was appointed as Independent Director w.e.f. 20/04/2022.

B) Declaration by the Independent Director(s)/ Formal Annual Evaluation

The Company has received the Declaration of Independence from Independent Directors under sub section (6) of Section 149. The Company has received such declaration from Mr. C.S.Verma & Mr. K.K. Sansi on 13th April 2022 and from Mr. Rohit Singhal on 20th April 2022.

19. Meetings

(a) Board Meetings

During the year the Board of Directors met Eleven times. The maximum interval between any two board meetings did not exceed 120 (one hundred and twenty) days. Date of Board Meeting - 01/04/2022, 08/04/2022 , 13/04/2022 , 20/04/2022, 01/06/2022, 22/06/2022,14/09/2022, 17/09/2022, 29/09/2022, 24/12/2022 and 25/03/2023.

(b) Annual General Meeting (AGM)

Annual General Meeting of the Company for the Financial Year 2021-2022 was held on 16/09/2022

(c) Extra Ordinary General Meeting

Extra Ordinary General Meeting had been convened during the year as on 14/04/2022, 20/04/2022 & 15/06/2022

Committee Meetings

a) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was re-constituted dated 01 st June, 2022 as pursuant to the provisions of Section 135 of the Companies Act, 2013. The Committee comprises of 3 members.

Mr. Hardeep Singh, Mrs. Surmeet Kaur and Mr. Chandra Shekhar Verma are the members of the Committee. Mr. Hardeep Singh is the Chairman of the Committee.

The attendance of members to the meetings of Committee and such other details are as follows:

Date of Meeting	Members who attended the meeting
08/04/2022	Mr. Hardeep Singh Mrs. Surmeet Kaur
25/03/2023	Mr. Hardeep Singh Mrs. Surmeet Kaur Mr. C.S.Verma

b) Audit Committee

The Audit Committee was constituted dated 01st June, 2022 as pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. Committee comprises of three members. Mr. Rohit Singhal (Independent Director) is the Chairman of the Committee. Mr. Kishore Kumar Sansi (Independent Director) & Mr. Hardeep Singh are members of the Audit Committee.

The attendance of members to the meetings of Audit Committee and such other details are as follows:

Date of Meeting	Members who attended the meeting
22/06/2022	Mr. Rohit Singhal Mr. Hardeep Singh Mr. Kishore Kumar Sansi
14/10/2022	Mr. Rohit Singhal Mr. Hardeep Singh Mr. Kishore Kumar Sansi
05/02/2023	Mr. Rohit Singhal Mr. Hardeep Singh Mr. Kishore Kumar Sansi
31/03/2023	Mr. Rohit Singhal Mr. Hardeep Singh Mr. Kishore Kumar Sansic

c) Risk Management Committee

The Risk Management Committee of Directors was constituted dated 01st June, 2022 as pursuant to the provisions of the Companies Act, 2013. The composition of the Risk Management Committee is in conformity with the provisions of the said section. Committee comprises of three members. Mr. Hardeep Singh is the Chairman of the Committee. Mr. Sanjeet Singh and Mr. Kishore Kumar Sansi (Independent Director) are members of the Risk Management Committee.

d) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors was constituted dated 01st June, 2022 as pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the said section. Committee comprises of three members. Mr. Kishore Kumar Sansi (Independent Director) is the Chairman of the Committee. Mr. Chandra Shekhar Verma (Independent Director) and Mr. Rohit Singhal (Independent Director) are members of the Nomination and Remuneration Committee.

The attendance of members to the meetings of Nomination and Remuneration Committee and such other details are as follows:

25.03.2023 Mr. Kishore Kumar Sansi

Mr. C.S Verma Mr. Rohit Singhal

e) Stakeholder''s Relationship Committee

The Stakeholder''s Relationship Committee of Directors was constituted dated 01st June, 2022 as pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Stakeholder''s Relationship Committee is in conformity with the provisions of the said section. Committee comprises of three members. Mr. Chandra Shekhar Verma (Independent Director) is the Chairman of the Committee. Mr. Sanjeet Singh, Mrs. Surmeet Kaur are members of the Stakeholder''s Relationship Committee.

f) IPO Committee

The IPO Committee was constituted dated 14th September, 2022. Committee comprises of three members. Mr. Hardeep Singh is the Chairman of the Committee, Mr. Rohit Singhal (Independent Director) and Mr.SanjeetSingh are members of the I PO Committee.

g) Independent Director Meeting

Mr. Kishore Kumar Sansi, Mr. C.S Verma & Mr. Rohit Singhal are the Independent Directors of the Company. Meeting of Independent Directors was held on 31st march, 2023 which was attended by all the Independent Directors.

Date of Meeting

Members who attended the meeting

31/03/2023

/ X

Mr. Kishore Kumar Sansi Mr. C.S Verma Mr. Rohit Singhal

20. Particulars of Loans, Guarantees or investments under section 186:

Particulars of Loans given/Investments made/ Guarantees given/Securities provided as per Section 186 of the Companies Act, 2013, along with the purpose for which the Loan or Guarantee or Security is proposed to be utilized by the Company, is provided in financial statements of the Company.

21. Consolidated Financial Statements

Company is required to prepare Consolidated Financial Statements. Performance in financial position of associates is described in this report in form AOC-1 as Annexure-II.

22. Board Evaluation

The Company has devised a formal process for Annual Evaluation of performance of the Board, its Committees and Individual Directors (âPerformance Evaluationâ) which include criteria for Performance Evaluation of Non-executive Directors and Executive Directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company. It covers the areas relevant to the functioning as Independent Directors or other Directors, Members of the Board or Committee of the Board.

23. Related Party Transactions

During the FY 2022-23, Related Party transactions (RPTs) as defined under Section 188 of the Act read with rules made thereunder and the SEBI Listing Regulations, were at arm''s length and in ordinary course of business. Pursuant to the provisions of Section 177 of the Act read with Regulation 23 of SEBI Listing Regulations, all transaction with related parties were reviewed and approved by the Audit Committee and were in accordance with the policy on RPTs as formulated by the Company. The RPT policy was revised pursuant to the amendments to the SEBI Listing Regulations and the same has been uploaded on the Company''s website at the following link https://ikio.in/ uploads/policy/ RelatedPartyTransactionPolicy.pdf

These transactions are in the ordinary course of business and are on arm''s length basis. In view of the above, Form AOC-2 is attached as Annexure-III .

24. Managerial Remuneration:

(A) DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

S. No	Prescribed Requirement	Particulars
1	Ratio of the remuneration of each director to the median re m u n e ra t i o n o f th e employees of the company for the financial year	Ratio of the remuneration of Mr. Hardeep Singh, Managing Director to the median remuneration of the Employees - 263 : 1 Ratio of the remuneration of Mrs. Surmeet Kaur, Whole Time Director to the median remuneration of the Employees - 125 : 1 Ratio of the remuneration of Mr. Sanjeet Singh, Whole Time Director to the median remuneration of the Employees - 43 : 1 Ratio of the remuneration of Mr. Subhash Chand Agrawal, CFO to the median remuneration of the Employees - 61 : 1 Ratio of the remuneration of Mr. Sandeep Kumar Agarwal, Company Secretary to the median remuneration of the Employees - 25 : 1
2	Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	There is no percentage increase in Salary of Directors ( including Managing Director, Whole Time Director), CFO & CS (Date of Appointment of CFO-15th February 2022 and CS-19th February 2022
3	Percentage increase/ (decrease) in the median remuneration of employees in the financial year	6.6
4	Number of permanent employees on the rolls of company	762
5	Affirmation that the remuneration is as per the remuneration policy of the company	The remuneration is as per the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and Other Employees of the Company, formulated pursuant to the Provision of Section 178 of the Company Act, 2013
Note:	During the Financial Year 2022-23 Only sitting fees was paid to Independent Directors .

(B) i)	During the year under review following were the top ten employees in terms of remuneration drawn
S. No	Name / Designation	Age	Qualification & Experiance (in Years)	Date of Commencement of Employment in IKIO Lighting Limited	Nature of Employment	Remuneration Received during FY 2022-23 (Rs.)	Last Employer & Designation	% age of Equity share holding	Whether, employee is the relative of other Director(s), if so. name of such Director
1	HARDEEP SINGH Managing Director	64	More than two decades of experience	21/3/2016	Permanent	17,370,000	Promoter of the Company	42.7	Spouse of Mrs. Surmeet Kaur, Whole Time director of the Company
2	SURMEET KAUR Whole Time Director	62	BA (Honors), More than two decades of experience	21/03/2016	Permanent	8,296,000	Promoter of the Company	29.76	Spouse of Mr. Hardeep Singh, Managing Director of the Company
3	K.G. SIJU Operation Head of LED Lighting Division	47	B.Com, 17 Years of Working Experience	01/05/2019	Permanent	3,724,997	INKO Technologies
4	SUBHASH CHAND AGRAWAL CFO	52	CA, 23 Years of working Experience	15/02/2022	Permanent	4,000,000	LARS Medicare Pvt.Ltd., CFO
5	MANOJ CHETAL Plant Head of LED Lighting Division	62	B.Tech, has years of experience in Public & Private Companies	30/12/2017	Permanent	2,940,000	Microtech India - Quality Head
6	SANJEET SINGH Whole Time Director	37	B.Com, as years of experience in Public & Private Companies.	01/02/2019	Permanent	2,809,000			Relative of Mr. Hardeep Singh Managing Directors) and Mrs. Surmeet Kaur (Whole Time Director)
7	PARVEEN KUMAR SAINI R&D Head	37	B.Tech Electronics & Communication, 13 Years	17/12/2018	Permanent	2,199,996	Dixon Technologies (India) Pvt.Ltd Dy Manager
8	CHANDAN KUMAR	35	Diploma in tool & Die Making	07/03/2022	Permanent	1,671,218	-
9	SANDEEP AGARWAL Company Secretary	46	CS, M.Com MBA, More than 16 Years of Working Experience	19/02/2022	Permanent	1,650,000	Orissa Stevedores Ltd. Sr.Manager
10	PRAVESH GUPTA X \ A	43	B.E (electrical ) MbA, 20 Years of Working Experience	10/08/2018	Permanent	1,320,000	Compact Lamps Manager

	ii)	Persons employed for the full year ended 31st March 2022 who were in receipt of the remuneration which in the aggregate was not less than ''1,02,00,000/- p.a
	S. No	Employee Name	Designation	Gross Remuneration (Rs.)	Total Experience in Years	Date of Commencement of Employment	Age in Years	Last Employer & Designation Head
	1	HARDEEP SINGH	Managing Director	17,370,000	More than two decades	21st March 2016	64	Promoter of the Compnay
iii)		Persons employed for part of the year ended 31 st March, 2022 who were in receipt of the remuneration which in the aggregate was not less than '' 8,50,000/- p.m.
	S. No	Employee Name	Designation	Gross Remuneration (Rs.)	Total Experience in Years	Date of Commencement of Employment	Age in Years	Last Employer & Designation Head
		NIL	NIL	NIL	NIL	NIL	NIL	NIL

iv) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: None

Notes:

Remuneration includes salary, allowances, Companyâs contribution to provident fund, commission, retirement benefits and monetary value of perquisites. The term remuneration has the meaning assigned to it in the Explanation to Section 198 of the Companies Act, 2013.

25. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, at its meeting held on March 25, 2023, appointed M/s. Mehak Gupta & Associates, Practicing Company Secretary (COP No. 15013, Membership No. FCS 10703), to undertake Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31,2023 is annexed herewith to this Report as Annexure-IV. The Secretarial Audit Report is selfexplanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

26. 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 2022-23.

27. Cost Audit

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

28. Risk Management Policy

The company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a Business Risk Management Famework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

29. Directors'' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a. in the preparation of the Annual Accounts for the financial year ended 31st March, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. the Directors had 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 31st March, 2023 and of the profit /loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the Annual Accounts on a going concern basis;

e. Clause for internal financial control is not Applicable as company was not listed in FY 2022-23;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. Disclosure Under Sexual Harassment Of Women At Work Place

The Company has in place a Policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints on issues covered by the above act were received during the FY 2022-23.

31. Board''s Comment on Auditors'' Report

As there was no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report and thus does not call for any further comment.

32. Details of Fraud Report by Auditors

As per Auditors'' Report, no fraud u/Sec. 143(2) reported by the Auditors.

33. Subsidiary Companies

As on 31st March, 2023, the Company had four subsidiaries out of which 2 are Direct Subsidiaries and 2 are Indirect Subsidiaries. The name of each of them is given below:

1. Fine Technologies (India) Private Limited (Direct Subsidiary)

2. IKIO Solutions Private Limited (Direct Subsidiary)

3. Royalux Exports Private Limited (Step Down Subsidiaries Subsidiary)

4. Royalux Lighting Private Limited (Step Down Subsidiaries Subsidiary)

34. Secretarial Standards

The Company has complied with all the applicable secretarial standards i.e. SS-1 AND SS-2. (SS-1 for Board Meetings and SS-2 for General Meetings)

35. Details of application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

36. Book Closure and Record Date

The Share Transfer Books and Register of Members of the Company shall remain closed from Friday, the September 08, 2023 to Thursday, the September 14, 2023 (both days inclusive).

37. 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.

38. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism by adopting a Whistle Blower Policy for all stakeholders including directors, employees etc. to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s code of conduct as well as providing adequate safeguards against the victimization of employees who avail of the mechanism. The Policy is available on the Company''s website under the web link

https://ikio.in/uploads/policy/VigilMechanismPolicy .pdf. No personnel of the Company have been denied access to the Audit Committee. The Company has not received any complaint during the financial year 2022-23.

39. Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors of the Company had formulated a Dividend Distribution Policy (âthe Policy''). The Policy is available on the Company''s website https://ikio.in.

40. Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available on the website of the Company https://ikio.in/.

41. Annual Return

In accordance with Company Act, 2013, the Annual Return in prescribed format is available at the Website of the Company at https://ikio.in.

42. Acknowledgement

The financial information for the year ended March 31,2023 contains consolidation of subsidiaries from September 12, 2022 to March 31,2023 and hence is not representative of a full year of consolidated financial information of the Group and is therefore not comparable to the financial information provided in the Offering Documents of the IPO and hence, the values provided in column of Consolidated financial year ended March 31,2022 are the standalone values.

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