Iykot Hitech Toolroom Ltd Directors Report

TO THE SHAREHOLDERS

Dear Shareholders,

Your Directors have pleasure in presenting the Thirty Fourth (34^th) Annual Report of Iykot Hitech Toolroom Limited [herein after referred to as the Company) on the

business and operations of your Company along with the Audited Financial Statements, Boards Report and Auditors Report for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS:

The audited financial results of the Company for the financial year ended 31^st March 2025 are summarized below:

(Rs. In Lakhs)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	501.26	133.38
Other Income	8.71	8.73
Total Income	509.97	142.11
Total Expenses	615.17	340.80
Profit/[Loss) before Interest and Depreciation	(92.9)	(182.49)
Less: Interest	0	0
Profit before Depreciation	(92.9)	(182.49)
Less: Depreciation	12.3	16.20
Profit/(Loss) before Tax	(105.20)	(198.69)
Exceptional Items	0	0
Tax Expenses:
Current Tax	0	0
Deferred Tax	0.66	0
MAT Credit Entitlement	0	0
Transfer to Reserves	0	0
Profit /(Loss) carried to Balance Sheet/ After Tax	(104.54)	(198.69)

The audited financial statements of the Company for the financial year ended 31^st March, 2025 were approved by the Board of Directors at its meeting held on 22^nd May, 2025.

2. STATE OF AFFAIRS OF THE COMPANYS AFFAIRS/BUSINESS PERFORMANCE:

During the financial year under review, the revenue from operations of the Company was Rs.501.26 Lakhs as against revenue from operations of Rs.133.38 Lakhs during the previous financial year.

During the financial year under review, the Company incurred a net loss of Rs. (104,54) Lakhs as against a net loss of Rs. (198.69) Lakhs during the previous financial year.

The Company is optimistic about achieving improved revenue and profitability in the current financial year and the upcoming years, supported by strategic initiatives and an expected increase in demand for its products/services.

3. NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE YEAR UNDER REVIEW:

During the year under review there has been no change in nature of business of the Company.

During the previous financial year, the Company has started part manufacturing and contractual manufacturing of Kitchen and Home Appliances under the brand ZADASTAR and started promoting and marketing the same.

4. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company as on 31^st March 2025 was Rs.15,00,00,000 (Rupees Fifteen Crores Only) and the Paid-Up Equity Share Capital of the Company as on 31^st March, 2025 was Rs.4,81,65,000/- (Rupees Four Crore Eighty One Lakh Sixty Five Thousand Rupees Only).

During the year under review, the Company has increased its Authorised Share Capital from existing Rs.l 1,00,00,000/- (Rupees Eleven Crores Only) divided into 2,20,00,000 (Two Crores Twenty Lakhs) Equity Shares of Rs.5/- (Rupees Five Only) each to Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.5/- (Rupees Five Only) at the 33^rd Annual General Meeting (AGM) of the Company held on 24^th September, 2024.

During the financial year under review, the Company has allotted 1,41,96,000 Partly Paid-Up Equity Shares of face value of Rs.5 each at a price of Rs.7 per Rights Equity Share (Including a Premium of Rs.2 per Rights Equity Share) on a Rights Basis on 10^th May 2024. Hence, the Paid-Up Equity Share Capital of the Company, post allotment of rights issue was Rs.4,81,65,000/- (Rupees Four Crores Eighty One Lakhs Sixty Five Thousand Only)

Further, during the year under review, the Board of Directors, at its meeting held on March 10, 2025, approved the first and final Call of Rs.5.25 per share (comprising Rs.3.75 towards face value and Rs.1.50 toward Securities Premium) on 1,41,96,000 Partly Paid-Up Equity Shares of face value of Rs.5 each, which were originally allotted on a Rights Basis in the previous year.

5. DETAILS ABOUT DIVIDEND AND UNPAID DIVIDEND AND DISCLOSURES AS REQUIRED AS PER IEPF. RULES:

In view of the loss incurred during the financial year 2024-25, the Board of Directors has not recommended any dividend for the said financial year.

As on 31^st March 2025, there are no unpaid or unclaimed dividends lying with the Company. Accordingly, no amounts are required to be transferred to the Investor Education and Protection Fund (IEPF). The details of unpaid dividends, as required under the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, are available on the Companys website at: https://iykot.com/unpaid-dividends/

6. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

The Company has not made any investments, given guarantee and security during the financial year under review as per the provisions of Section 186 of Companies Act, 2013.

7. TRANSFER TO GENERAL RESERVE:

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

The Securities Premium amount as on 31^st March, 2025 was Rs.70,98,000

8. DEPOSITS:

During the financial year 2024-25, the Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read together with the Companies [Acceptance of Deposits) Rules, 2014.

Further, the outstanding amount payable to Directors and overdraft amount from bank was Nil as on 31^st March 2025.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES;

All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arms length basis and were in the ordinary course of business as per the provisions of Section 188 of the Companies Act, 2013. Form No. AOC-2 is attached to this Report as Annexure I.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business of the Company for the financial year ended 31^st March 2025 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and under the provisions of the Companies Act, 2013 (the Act) is annexed as an Annexure II to this report.

11. BOARD POLICIES;

The Company has the following policies which are applicable as per the provisions of the Companies Act, 2013 and the Listing Regulations which are placed on the website of the Company www.iykot.com

i. Code of conduct for Board and Senior Management Personnel.

ii. Terms and Conditions of appointment of Independent Directors.

iii. Vigil Mechanism/ Whistle Blower Policy.

iv. Policy for determination of materiality of events or information.

v. Familiarisation program for Independent Directors.

vi. Policy on Preservation and Archival of Documents.

vii. Performance Evaluation Policy.

viii. Code of conduct for Prevention of Insider Trading.

ix. Policy for determination of material subsidiaries

x. Policy on Related Party Transaction.

xi. Nomination and Remuneration Policy.

xii. Code of Fair Disclosure of Unpublished Price Sensitive Information

xiii. Policy on Prevention of Sexual Harassment of Women at Workplace

Since your Companys Paid-Up EquityShare Capital and the Net worth isless than Rs.10 Crores and Rs.25 Crores respectively, the provisions of the Listing Regulations relating to compliance of corporate governance provisions is not applicable to the Company.

12. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

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

13. SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES:

As on March 31,2025, Company doesnt have any Subsidiary (ies), Joint Venture(s) and Associate Company [ies] at the end of the year.

14. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY

COMPANY:

The Company neither has any Holding Company nor is any Subsidiary Company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 is not applicable to the Company for the financial under review.

1S- MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the financial year under review, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

17. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditors in their reports have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.

18. AUDITOR S AND AUDIT REPORT S:

STATUTORY AUDITORS:

M/s. Vjvekanandan Associates, Chartered Accountants, (Firm Registration Number: 005268S) were appointed as the Statutory Auditors of the Company for the term of five (5) financial years at the 31^st Annual General Meeting (AGM) of the Company held on 29^th September 2022. However, they have tendered their resignation as the Statutory Auditors of the Company with effect from 07^th August 2024 which has resulted into a Casual Vacancy in the office of Statutory Auditors of the Company.

Consequent to the casual vacancy arising from the resignation of M/s. Vivekanandan & Associates, Chartered Accountants, as the Statutory Auditors of the Company with effect from August 7,2024, the Board of Directors, at its meeting held on the same date, approved the appointment of M/s. KGS & Associates, Chartered Accountants, (Firm Registration Number: 010806S) to fill the said vacancy, based on the recommendation of the Audit Committee. The said appointment was subsequently approved by the shareholders at the 33^rd Annual Genera] Meeting (AGM) held on September 24, 2024. Further, atthe same AGM, the shareholders also approved the appointment of M/s. KGS & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a period of five (S) years, commencing from the conclusion of the 33^rd AGM until the conclusion of the 38^th AGM of the Company to be held in the year 2029.

COMMENT ON STATUTORY AUDITORS REPORT:

There are no qualifications, reservations, remarks or disclaimers made by the Statutory Auditors in their report on the financial statements for the year ended 31^st March 2025.

SECRETARIAL AUDITORS:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2024- 2025.

The Secretarial Audit report as received from the Secretarial Auditors is annexed to this report as an Annexure III.

QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Report for the financial year 2024-25 except few which was taken on record for due action.

BOARD S COMMENT ON QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:

1. The Company is in the process of completing the dematerialisation of the shares held by the erstwhile Promoters

2. The delays in filing certain e-forms with the Ministiy of Corporate Affairs/Registrar of Companies were inadvertent and unintentional. The Company has since filed the pending forms, paid the prescribed additional fees, and strengthened internal processes to ensure timely compliance going forward.

INTERNAL AUDITORS:

Mr. V S Saptharishi, Internal Auditor, tendered his resignation from the position of Interna] Auditor of the Company. Following the resignation, the Board appointed M/s. Arul Anto & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-2025. Mr. Arul Anto Mahesh representing M/s. Arul Anto & Co., Chartered Accountants is the Internal Auditor of the Company.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the notification of Companies [Cost Records and Audit) Rules, 2014 as amended, the Company does not fall under the purview of Cost Audit

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL fKMPl:

As on 31^st March, 2025, the Board of Directors of the Company consists of 5 Directors including a Whole Time Director, Three [3) Non-Executive Independent Directors, and a Non-Executive Non-Independent Director.

All the above Directors were appointed with effect from 19^th October 2022 on the Board of the Company.

S. No	Name of the Directors	DIN	Designation
1.	Ms. Likhitta Dugar	09768742	Whole-Time Director
2.	Mr. Suresh Rajasekar	07706731	Independent Director
3.	Mr. Syed Munnawar Hussain	07939900	Independent Director
4.	Mr. Velli Paramasivam	09766538	Independent Director
5.	Mrs. Annjana Dugar	02189257	Non-Executive Director

There were no changes in the constitution and composition of the Board of the Directors of the Company during the financial year under review.

The changes in the KMPs of the Company took place in the following manner during the year under review.

The Board at its meeting held on August 07, 2024 approved the resignation of Mr. D. Mohan Kumar as the Chief Financial Officer (CFO) with immediate effective and consequently approved the appointment of Mr. B Thinagaran as Chief Financial Officer of the Company based on the recommendations of Nomination and Remuneration Committee effective from August 08, 2024.

The Board at its meeting held on November 11,2024 approved the resignation of Mr. Palagani Udaya Kumar, Company Secretary and Compliance Officer of the Company with immediate effect.

The Board at its meeting held on December 27,2024 approved the Appointment of Mr. Sekhar Subramanian as the Company Secretary and Compliance officer of the Company based on the recommendations of Nomination and Remuneration Committee in accordance with Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on the 31^st March, 2025, Mr. B Thinagaran is the Chief Financial Officer of the Company and Mr. Sekhar Subramanian is the Company Secretary and Compliance Officer of the Company.

Ms. Likhitta Dugar (DIN: 09768742), Whole-Time Director who retires from office by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting of the Company

20.FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS COMMITEES & INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The Board and the Committees were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committee.

4. Effective Conduct of Board and Committee Meetings.

The Board also carried out the evaluation of Directors and Chairman based on following criteria:

1. Attendance of meetings

2. Understanding and knowledge of the entity.

3. Maintaining confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board.

The Board found that the performance of all the Directors was quite satisfactory. The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

21. COMPOSITION OF COMMITTEES OF THE BOARD OF THE DIRECTORS:

During the year all the recommendations of the Audit Committee were accepted by the Board.

The following was the Composition of the Committees of the Board as per the provisions of the Companies Act, 2013 and the Listing Regulations during the year under review and as on 31^st March 2025:

Audit Committee
S. No Name	Role in the Committee	Designation
1 Mr. Velli Paramasivam	Chairman	Independent Director
2 Ms. Likhitta Dugar	Member	Whole-Time Director
3 Mr. Suresh Rajasekar	Member	Independent Director

 

Nomination and Remuneration Committee
S. No Name	Role in the Committee	Designation
1 Mr. Suresh Rajasekar	Chairman	Independent Director
2 Mr. Velli Paramasivam	Member	Independent Director
3 Mrs. Annjana Dugar	Member	Non-Executive Director

 

Stakeholders Relationship Committee
S. No Name	Role in the Committee	Designation
1 Mrs. Annjana Dugar	Chairperson	Non-Executive Director
2 Mr. Velli Paramasivam	Member	Independent Director
3 Mr. Syed Munnawar Hussain	Member	Independent Director

 

Rights Issue Committee
S.No Name	Role in the Committee	Designation
1 Mrs. Annjana Dugar	Chairperson	Non-Executive Director
2 Ms. Likhitta Dugar	Member	Whole-Time Director
3 Mr. Suresh Rajasekar	Member	Independent Director

22.NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE HELD DURING THE FINANCIAL YEAR:

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

The following are the dates on which Board Meetings and Committee Meetings happened during the financial year ended 31^st March 2025.

Meeting	No. of Meetings during the Financial Year 2024-25	Date of the Meeting
Board Meeting	7	30.05.2024
		07.08.2024
		11.11.2024
		27.12.2024
		05.02.2025
		10.03.2025
		21.03.2025
Audit Committee	4	30.05.2024
		07.08.2024
		11.11.2024
		05.02.2025
Nomination and Remuneration Committee	2	07.08.2024
		27.12.2024
Independent Directors Meeting	1	05.02.2025
Rights Issue Committee	3	10.05.2024
		10.03.2025
		21.03.2025
Stakeholders Relationship Committee	2	10.03.2025
		21.03.2025

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

20.SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 05^th February 2025, without the attendance of Non-Independent Directors and members of Management.

21.FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

22.INDEPENDENT DIRECTORS DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of financial year ended 31^st March, 2025, which has been relied on by the Company and placed at the Board Meeting.

23.SECRETARIAI STANDARDS:

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

24.WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism Policy for Directors and Employees to report concerns about unethical behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the financial year 2024-25, no employee has been denied access to the Audit Committee. The Vigil Mechanism Policy is also available on the Companys website www.iykot.com at https://iykot.com/wp-content/uploads/2025/07/Whistle-Blower- policy_Final.pdf

25.INTERNAI. FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:

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

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

of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on the Code of Conduct for the Board Members and Employees of the Company in accordance with the SEB1 (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013, all Companies having a Net Worth of Rs.500 Crores or more, or a turnover of Rs.1,000 Crores or more or a Net Profit of Rs.5 Crore or more during any financial year are required to constitute a CSR Committee and our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility (CSR) Committee; and has not developed and implemented any Corporate Social Responsibility (CSR) initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

31. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year ended 31^st March 2025.

32. DISCLOSURE REQUIREMENTS:

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

33. DIRECTORS RESPONSIBILITIES STATEMENT:

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

a) In the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

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

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

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

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

34. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

Conservation of energy is of utmost significance to the Company. Every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipmentto minimize breakdowns and loss of energy.

B. TECHNOLOGY ABSORPTION:

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

•Steps taken by company for utilizing alternate sources of energy: NIL •Capital investment on energy conservation equipments: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. In Lakhs)

Foreign Exchange Earnings And Outgo	2024-25	2023-24
Earning in Foreign Exchange	1,04,452	Nil
Expenditure in Foreign Exchange	Nil	Nil
CIF value of imports - Raw Materials Calcium Carbide	Nil	Nil

35. CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company does not fall under the purview of complying with the provisions of Corporate Governance provisions.

However, as a part of good corporate practices and in the interest of transparency, the Company has voluntarily complied with the certain provisions relating to Corporate Governance for FY 2024-25.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 131 OF 20161 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no proceedings initiated and pending under the Insolvency and Bankruptcy Code, 2016 against the Company during the year under review.

37. THE DETAILS O.HPIFFERKNCE BETWEEN AMQU.NT_QF.THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE

TAKING LOAN FROM THF BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any one-time settlement for loans taken from the banks or financial institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or Financial Institutions along with the reasons thereof is not applicable during the year under review.

38. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

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

s. No	Name	Designation	Remuneration paid FY 2024-25	Remuneration paid FY 2023-24	Increase/ Decrease in remuneration from previous year
1	Ms. Likhitta Dugar	Whole-Time Director	12,60,000	12,60,000	No change in remuneration

39. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the financial year 2024-25 to BSE Limited.

40. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company was closed from Wednesday, 17^th September, 2025 to Tuesday, 23^rd September, 2025 (both days inclusive) for the purpose of the AGM during the financial year ended 31^st March 2025.

41. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

42. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ITOSH”!

The Company has adopted a policy for Prevention of Sexual Harassment at the Workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 ("POSH Act”). An Internal Complaints Committee ("ICC”) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of Complaints of Sexual Harassment received in the Year	Nil
b. Number of Complaints disposed off during the year	Nil
c. Number of cases pending for more than ninety days	Nil

43. WEBL1NK OF ANNUAL RETURN. IF ANY:

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2025 is available on the Companys website at:

https://iykot.com/investor-relations/34th~agm/

44. NO ESOP/ BUYBACK DECLARATION:

The Company has not issued any shares under an Employees Stock Option Scheme, Sweat Equity, nor undertaken any Buyback of Securities during the year under review.

45. SIGNIFICANT CORPORATE ACTIONS POST THE FINANCIAL YEAR ENDED 3 1^st MARCH. 2025:

.During the year under review and subsequent to the balance sheet date, the Company has undertaken the following significant corporate actions:

1. Rights Issue of Equity Shares - The Company launched a Rights Issue of 1,41,96,000 partly paid-up equity shares of ^5.00 each at a premium of ^2.00 per share,

aggregating to ^7.00 per share. At the application stage, a sum of ^1.75 per share (^1.25 towards face value and ^0.50 towards share premium) was collected.

2. Promoter Re-classification Request - The Company has received a request from Electronics Corporation of Tamil Nadu Limited, an erstwhile Promoter entity, seeking re-classification from "Promoter" to "Public" category under Regulation 31A of SEBI (LODR) Regulations, 2015. The application has been filed with BSE and approval from the Exchange is currently pending.

3. First and Final Call of Rights Issue - After the close of the financial year, the Company made the First and Final Call of ^5.25 per share (?3.75 towards face value and ^1.50 towards premium) on the partly paid-up equity shares.

Pursuant to the call, a total of 40,99,746 partly paid-up shares were converted into fully paid-up shares, with an aggregate amount of ^2.15 crores realised (^1.54 crores towards face value and ^0.61 crores towards share premium).

4. Balance Partly Paid-Up Shares - Post conversion, 1,00,96,254 shares remain partly paid-up, which will continue to remain partly paid until receipt of the balance monies or further corporate action as per law.

5. Fines levied by Stock Exchange: Subsequent to the close of the financial year, the Company has received communications from BSE regarding certain Standard Operating Procedure (SOP) fines for alleged compliance delays. It is clarified that no formal demand for payment has been raised by BSE. The Company has submitted detailed representations contesting these levies on the grounds that several of the alleged defaults are time-barred, earlier waived, or already complied with.

Separately, BSE has levied an SOP fine of ^1,75,000 on 25^th May 2025 for the delay in filing the promoter reclassification application relating to ELCOT under Regulation 31A of SEBI LODR. As waiver applications can only be made after payment, the Company has remitted the amount along with applicable GST and has applied for waiver of the same. Both matters remain under consideration with the Stock Exchange, and the Company is actively pursuing appropriate reliefs to ensure that no undue financial burden arises.

46. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere gratitude to the encouragement, assistance, cooperation, and support given by the Government authorities during the year. They also wish to convey their gratitude to all the

customers, auditors, suppliers, dealers, and all those associated with the Company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work and efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

47, CAUTIONARY STATEMENT:

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

Place: Chennai	By and on behalf of Board of Directors
Date: 04tfl August 2025	For Iykot Hitech Toolroom Limited
	Sd/-	Sd/-
	Likhitta Dugar	Velli Paramasivam
	Whole-Time Director	Director
	(DIN: 09768742)	(DIN:09766538)