IKIO Technologies Ltd Directors Report

TO, THE MEMBER(S)

IKIO Technologies Limited

(Formerly Known as IKIO Lighting Limited)

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

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Amount in million (H)

	Standalone		Consolidated
Particulars	Financial Year ended		Financial Year ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from operations	1,698.23	2,077.26	5,952.93	4,858.79
Other income	145.94	198.34	145.20	151.13
Total Income	1,844.17	2,275.60	6,098.13	5,009.92
Profit/Loss Before Depreciation, Finance Costs,	252.20	374.39	920.55	750.83
Exceptional items and Tax Expenses
Less: Depreciation/Amortisation/Impairment	26.09	28.83	308.58	242.72
Profit/Loss Before Finance Costs, Exceptional items	226.11	345.56	611.97	508.11
and Tax Expenses
Less: Finance Cost	29.62	41.82	82.02	83.62
Profit/Loss Before Exceptional items and Tax	196.49	303.74	529.95	424.49
Expenses
Add/(less): Exceptional items	-	-	-	-
Profit/Loss Before Tax	196.49	303.74	529.95	424.49
Less: Taxes (Current & Deferred)	48.69	67.69	114.40	100.30
Profit/Loss for the year	147.80	236.05	415.55	324.19
Total Comprehensive Income for the Year	151.18	236.92	417.02	332.10

FINANCIAL REVIEW AND ANALYSIS/STATE

OF COMPANYS AFFAIRS

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

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

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

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During the year under review, the Company recorded healthy revenue growth driven by strong momentum in the diversified Other Business segment, supported by traction in hearables & wearables, product display lighting, energy solutions and international markets, particularly the Middle East. The Company continued to diversify its customer base and product portfolio while strengthening its global presence. Profitability improved during the year, aided by operating leverage, improving efficiencies and cost optimisation measures, despite continued investments towards capacity expansion, new product categories and operational capabilities. The Company also continued to strengthen its manufacturing infrastructure and expand into newer business verticals and geographies, positioning it well for sustainable long-term growth. Further, the management discussion and analysis report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

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

FINANCIAL YEAR AND THE DATE OF THIS REPORT

Except as disclosed in the given para, no other material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report. The Board of Directors, at its meeting held on May 13, 2025, approved the appointment of Mr. Sanjeet Singh as the Chief Executive Officer (CEO) of the Company, which was subsequently approved by the shareholders at the Annual General Meeting held on August 21, 2025. At the same meeting, the Board also approved the appointment of M/s MAKS & Co., Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from the financial year 2025 26 up to 2029 30 The said appointment was duly approved by the shareholders at the Annual General Meeting held on August 21, 2025.

Further, based on the recommendation of NRC Committee, the Board approved the grant of 1,95,000 stock options at its meeting held on May 13, 2025, and an additional grant of 17,500 stock options at its meeting held on August 02, 2025, to eligible employees of the Company and its subsidiary companies under the applicable Employee Stock Option Scheme. During the financial year 2025 26, Mr. Atul Jain tendered his resignation from the position of Chief Financial Officer (CFO) of the Company due to personal reasons and was relieved from his duties with effect from July 01, 2025.

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

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

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

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

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 02, 2026, approved the appointment of Ms. Madhu Pandit (DIN No: 11653915) as an Additional Director in the category of Non-Executive Women Independent Director, and recommended her appointment as a Non-Executive Women Independent Director subject to the approval of the shareholders at the ensuing Annual General Meeting for a term five (5) consecutive years, commencing from May 02, 2026 up to May 01, 2031. Based on the recommendation of Audit Committee M/s Shiv Saroj & Associates, Chartered Accountants (FRN: 019715N), were appointed as the Internal Auditors of the Company for a period of six months from April 01, . 2026 to September 30, 2026 at the Board meeting held on May 02, 2026.

Further, Based on the recommendation of the Audit

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

Based on the recommendation of the Risk Management Committee and the Nomination & Remuneration

Committee, the Board of Directors, at its meeting held on May 02, 2026, has approved the appointment of Mr. Narendra Prasad as the Chief Information Security Officer (CISO) of the Company.

The Board of Directors of the Company has approved the commencement of the Hearables and Wearables (HWA) business vertical directly under the Company through resolution by circulation w.e.f April, 2026. However, Royalux Lighting Private Limited, a wholly owned subsidiary of the Company, shall discontinue Hearables and Wearables (HWA) business vertical thereafter.

FUTURE PROSPECT AND OUTLOOK OF THE

COMPANY

Indias Electronics Manufacturing Services (EMS) sector continues to witness strong growth momentum, supported by the China+1 strategy, increasing localisation, expanding domestic consumption and favourable government initiatives such as the

Production Linked Incentive (PLI) schemes. Rising demand across consumer electronics, automotive electronics, industrial automation, smart devices and energy-efficient solutions is further strengthening Indias position as a preferred global manufacturing destination. Indias EMS which is valued at USD 33 Bn in 2024 is expected to grow at a CAGR of 30% to reach USD 155 Bn by 2030 supported by sectors shift in trend from Low-Mix, High-Volume (LMHV) assembly with limited value addition to High-Mix, Low-Volume (HMLV) manufacturing. The industry is expected to witness sustained growth over the coming years, driven by increasing global outsourcing, supply chain diversification and growing adoption of advanced electronic products and smart technologies. Additionally, opportunities emerging from automotive lighting, wearables, hearables, industrial electronics and exports are expected to support long-term industry expansion.

Capitalising on these opportunities, the Company remains well-positioned for its next phase of growth, supported by: Capacity Expansion: The Company continues to strengthen its manufacturing capabilities through its ongoing greenfield expansion project in Noida. While Block I ( 2 lakh sq. ft.) is operational, Block II ( 2 lakh sq. ft.) is nearing commercialisation and is expected to support future scale-up across new business verticals.

New Product Categories and Diversification:

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

Geographical Expansion: The Company continues to strengthen its international presence with presence in more than 20 countries, supported by increasing customer additions and expanding export opportunities. Revenue from outside India remained healthy during the year and stood at 18% of the overall revenue mix in FY26.

Strengthening Distribution and Market Reach:

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

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

CHANGE IN THE NATURE OF BUSINESS, IF

ANY

There was no change in the nature of business of the

Company during the year under review.

DIVIDEND

In order to conserve the resources of the Company and to plough back the profit for growth, the Board of Directors of the Company have decided not to recommend any dividend on the equity shares of the

Company for the financial year ended March 31, 2026. Dividend Distribution Policy is available on the website on the link https://ikiotech.com/corporate-governance.

UTILISATION OF IPO PROCEEDS

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

MONITORING AGENCY REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026

Original Objects	Original Allocation ( J in Million)	Amount as on April 01, 2025	Amount utilised during the financial year 2025-26 ( J in million)	Balance amount as on March 31, 2026 ( J in million)
1 Repayment/prepayment, in full or part, of certain borrowings availed by Company and its Subsidiaries on consolidated basis	500	500	0.00	0.00
2) Investment in wholly owned Subsidiary, IKIO Solutions Private Limited, for setting up a new facility at Noida, Uttar Pradesh	2,123.12	904.17	514.45	389.72
3) General Corporate	638.29	0.51	0.00	0.51
Purposes (GCP)
Total	3,261.41	904.68	514.45	390.23

Upto March 31, 2026, the Company has utilised H 2,871.18 million out of the IPO proceeds, with an unutilised balance of H 390.23 million. Based on the recommendation of the Management and as reviewed by the Statutory Auditors, the Monitoring Agency, and the Audit Committee, the Board of Directors in their meeting held on May 02, 2026 has approved the extension of the timeline for deployment of the remaining IPO proceeds up to the Financial Year 2026 27, in line with the original objects disclosed in the Prospectus.

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

SHARE CAPITAL

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

GRANT OF EMPLOYEE STOCK OPTIONS

DURING THE YEAR

The Board has, in its meeting held on September 14, 2022, authorised and given its in principle approval to constitute the ILL Employee Stock Option Scheme 2022 (ILL ESOP Scheme 2022), the constitution of the ILL Employee Stock Option Scheme 2022 has been further approved by the shareholders of the Company on September 16, 2022.

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

During the year, based on the recommendation of the

Nomination and Remuneration Committee, the Board of Directors of the Company approved the grant of 1,95,000 Stock Options at its meeting held on May 13, 2025, and a further grant of 17,500 Stock Options at its meeting held on August 02, 2025. These Stock Options are convertible into an equivalent number of equity shares of the Company, having a face value of H 10 each, and have been granted to eligible employees of the Company and its subsidiary companies. A certificate from Secretarial Auditor of the Company i.e. M/S MAKS & CO. Company Secretaries, has been received confirming that ILL ESOP Scheme 2022 have been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 (SEBI ESOP Regulations) and in accordance with resolutions of the Company. A copy of Compliance Certificate received from Practicing Company Secretary, Pursuant to Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available at the Registered office and Corporate office of the Company for inspection during the AGM. Further, the Disclosure pursuant to Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for the financial year ended March 31, 2026 is available on the website of the Company at https://ikiotech.com/.

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

TRANSFER AMOUNT TO RESERVES

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount to the Investor

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

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

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

DEPOSITS

During the year under review, your Company has neither invited nor accepted/renewed any deposits within the meaning of Section 73 of the Companies Act 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of Principal or interest on deposits from public was outstanding as on the March 31, 2026.

DEBENTURES

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

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

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

PARTICULARS OF EMPLOYEES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

As on March 31, 2026, your company had 08 Subsidiaries (including direct, Step-down Subsidiaries).

Direct Subsidiaries

Royalux Lighting Private	Wholly Owned Subsidiary
Limited (RLPL)	of the Company
IKIO Solutions Private Limited	Wholly Owned Subsidiary
(ISPL)	of the Company
Indirect Subsidiaries
Royalux Exports Private	Wholly Owned Subsidiary
Limited	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
Royalux General Trading LLC,	Subsidiary of Ritech
UAE	Holding Limited, UAE
Gravus Tech Private Limited	Subsidiary of ISPL

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing salient features of the financial statements of Subsidiaries and Associates of the Company in the prescribed format Form AOC -1 is annexed as Annexure-C , forms part of this Report. Please refer the consolidated financial statements for the financial year ended March 31, 2026 for the details of performance and contribution of the subsidiaries to the overall performance of the Company. In accordance with Section 136 of the Act the financial statements of all the subsidiaries are available on the Companys website and can be assessed through the link https:// ikiotech.com/financial-information.

MATERIAL SUBSIDIARY

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining Material Subsidiary and the said policy is available on the Companys website and can be accessed through the link https://ikiotech.com/corporate-governance. During the year under review, your Company had three material unlisted subsidiary companies namely, Royalux Lighting Private Limited and Royalux Exports Private Limited, IKIO Solutions Private Limited.

LISTING AT STOCK EXCHANGES

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

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited, the Depositories, for facilitating the various services like Dematerialisation of shares, Corporate Actions, Pledging of securities, e-voting etc. The Annual Custody fees for the FY 2025-26 has been paid to both the depositories.

CORPORATE GOVERNANCE REPORT

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

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134 (5) of the Act your Directors confirm that: (i) In the preparation of Annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures; (ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and the profit and loss of the Company for that period;

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

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

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all Independent Directors that they fulfil the conditions independence prescribed under Section 149(6) of the Act as well as SEBI Listing Regulations. Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as an Independent

Directors. They have got themselves registered in the data bank for Independent Director being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA. The Board after assessing their disclosures confirms that all Independent Directors fulfil the conditions of Independence specified in the Act the SEBI Listing Regulations and are independent of the management of the Company. The Board is satisfied of the integrity, expertise and experience (including proficiency) of all the Independent Directors of the Company.

CONFIRMATION BY DIRECTORS REGARDING

DIRECTORSHIP/COMMITTEE POSITIONS

Based on the disclosures received from Directors, none of the Directors on the Board holds directorship in more than ten public companies including seven listed companies and none of the Independent Directors served as an Independent Directors in more than seven listed entities as on March 31, 2026. Further, no Whole-Time Directors of the Company served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2026 have been made by the Directors and have been reported in the Corporate Governance Report and forms part of the Annual Report.

BOARD MEETINGS

During the Financial Year 2025-26, five board meetings were held on 01-04-2025, 13-05-2025, 02-08-2025, 07-11-2025, 31-01-2026. The meeting details are provided in the Corporate Governance Report which forms part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013. Details of attendance of Directors are mentioned in Corporate Governance Report.

AUDIT COMMITTEE

As on March 31, 2026 the Audit Committee comprises of 3 Directors including 2 Independent Directors. Mr. Rohit Singhal (Independent Director) is the Chairman of the Committee and Mr. Kishore Kumar Sansi (Independent Director) & Mr. Hardeep Singh (Managing Director) are the members of the Committee. All the recommendations by the Audit Committee were accepted by the Board. Other details of are provided in the Corporate Governance Report which forms part of the Annual Report.

AUDITORS AND THEIR REPORTS

Statutory Auditors

M/s BGJC & Associates, Chartered Accountants, Statutory Auditors of the Company, shall complete their present term at the conclusion of the ensuing 10 th Annual General Meeting of the Company scheduled to be held on July 30, 2026. The Board of Directors places on record its appreciation for the valuable services rendered by them during their tenure.

Based on the recommendation of the Audit Committee and Board of Directors, the Members of the Company at 10th Annual General Meeting shall approved the appointment of M/s Agarwal & Saxena, Chartered Accountants (Firm Registration No. 002405C), as Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the financial year 2026 27 up to the financial year 2030 31. The Audit Reports issued by M/s BGJC & Associates, Chartered Accountants, on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 form part of the Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further explanations or comments.

Secretarial Auditor

M/s. MAKS & Co., Practicing Company Secretaries (COP No. 16235, Membership No. FCS: F8619), were appointed as the Secretarial Auditors of the Company with the approval of the shareholders at the 9 th Annual

General Meeting, for a term of five consecutive years commencing from April 01, 2025 to March 31, 2030 (the Term), on such terms and conditions, including remuneration, as may be determined by the Board of

Directors (hereinafter referred to as the Board, which expression shall include any Committee thereof or person(s) authorised by the Board).

The Secretarial Audit Report for the financial year 2025-26 is annexed as Annexure-D to this Report. The Report is self-explanatory and does not contain any qualification, reservation or adverse remark. Further, Royalux Lighting Private Limited, Royalux Exports Private Limited and IKIO Solutions Private Limited are material subsidiaries of the Company. In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Reports of these material subsidiaries for the financial year ended March 31, 2026, issued by Practicing Company Secretaries, are annexed to this Report as Annexure-E, F and G , respectively.

Cost Auditor

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

Internal Auditor

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

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

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

REPORTING OF FRAUDS

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

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 issued by the Institute of Company Secretaries of India relating to meetings of the Board of Directors and General

Meetings, respectively have been duly complied by the Company.

DISCLOSURE ABOUT RECEIPT OF

COMMISSION

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

CREDIT RATING

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board comprises of 7 Directors (3 Executive and 4 Non-Executive Directors). Independent Directors constitute more than 50% of the Boards strength.

During the year under review following changes took place in the composition of Board of Directors & Key Managerial Personnel of the Company: Mr. Sanjeet Singh (DIN: 08353656), who was liable to retire by rotation, was re-appointed by the Members by passing an Ordinary Resolution at the Annual General Meeting held on August 21, 2025. Mr. Atul Jain tendered his resignation from the position of Chief Financial Officer (CFO) of the Company with effect from July 01, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 13, 2025, designated Mr. Sanjeet Singh (DIN: 08353656), Whole-Time Director of the Company, as the Chief Executive Officer (CEO). The said appointment was subsequently approved by the Members at the Annual General Meeting held on August 21, 2025 by way of an Ordinary Resolution.

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

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

April 04, 2026.

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is a way of conducting business, by which corporate entities visibly contribute to the social good and the welfare of society at large with an aim to improve quality of life of people. The Company feels that the essence of CSR is to integrate economic, environmental and social objectives with the Companys operations and growth. CSR is the process by which an organisation thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies. To give further impetus to this cause, the Company endeavours to manage its operations with an emphasis on Sustainable development to minimise impact on environment and promotes inclusive growth.

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

The CSR Committee comprises two Executive Directors namely Mr. Hardeep Singh (Chairman) and Mrs. Surmeet Kaur and one Non-Executive Independent Directors namely, Mr. Chandra Shekhar Verma. The details of the CSR Committee meetings and the attendance of the members thereat are provided in the Corporate Governance Report and forms part of this Report.

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Companys 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-I . The same is available on the website of the company and can be accessed through the linkhttps://ikiotech.com/stock-exchange-intimations.

PARTICULARS OF LOANS, GUARANTEES

AND INVESTEMENTS

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

PARTICULARS OF CONTRACTS/

ARRANGEMENTS WITH RELATED PARTIES

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

Details of related parties and transactions entered into with/by them etc. have been disclosed in Note no. 45 of the Standalone Financial Statements. Prior approval of the Audit Committee was sought for entering into related party transactions. A statement of transactions with related parties in the ordinary course of business and arms 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 Companys website and can be accessed through the link https://ikiotech.com/ corporate-governance.

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

Annexure-J .

NOMINATION AND REMUNERATION POLICY

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

Board Diversity.

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

The Board of your Company on the recommendation of Nomination and Remuneration Committee had laid down the criteria for evaluation of performance of the Board, its Committees, Chairperson and individual Directors including Independent Director. Accordingly, annual performance evaluation process was carried out based on evaluation forms, which include a rating mechanism. Independent Directors in a separate meeting also reviewed the performance of the Board as a whole, Non-independent Directors and the Chairman, considering the views of the

Executive Directors and Non-Executive Directors. The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of the flow of information between the Management and the

Board, that is necessary for the Board to effectively and reasonably perform their duties.

The Board carried out annual performance evaluation of its own performance on the basis of evaluation forms received from all the Directors. The performance of each Board Committee was evaluated by the Board, based on evaluation forms received from the respective Committee members. Further, performance of every Director was evaluated by Nomination & Remuneration

Committee as well as the Board on the basis of evaluation forms received from all the Directors except the Director being evaluated. Based on the evaluation forms received, the performance of the Board, its committees and individual Directors was evaluated by the Board and the Board expressed satisfaction over their performances.

INTERNAL FINANCIAL CONTROL

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

AT WORKPLACE

Your Company has a policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules framed thereunder with the objective of providing a safe working environment to all the team members, free from discrimination on any ground and from harassment at workplace including sexual harassment. All employees including subsidiaries (regular, temporary, ad - hoc, contractual, probationers and trainees) are covered under this policy. The policy is gender neutral.

An internal Complaints Committee has been 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, 2026.

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

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

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

BENEFIT ACT 1961

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy in line with the provisions of the Act and SEBI Listing Regulations, which provides a formal mechanism for the Directors and Employees of the Company to report to the relevant authorities within the Company any unethical behaviour, actual or suspected fraud, violation of the applicable laws, Codes/Policies of the Company or leak or suspected leak of confidential/ proprietary information etc. and to ensure that they are protected against any adverse action and/or discrimination as a result of such reporting. During the year under review, the Company had not received any complaint under Whistle Blower Policy and no complaint was pending as on March 31, 2026. None of the person has been denied access to the Chairperson of the Audit Committee. The said policy is available on the Companys website and can be accessed through the link https://ikiotech.com/corporate-governance.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

DETAILS OF DIFFERENCE BETWEEN

VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE

AVAILING LOAN FROM BANKS AND

FINANCIAL INSTITUTIONS

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

Financial Institutions.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various

Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

	By Order of the Board
	For IKIO Technologies Limited
Sd/-	Sd/-
Hardeep Singh	Surmeet Kaur
Managing Director	Whole Time Director
DIN No: 00118729	DIN No: 00118695
Place: Noida
Date: May 02, 2026