Iykot Hitech Toolroom Ltd Directors Report

Dear Shareholders,

Your Directors have the pleasure in presenting the Thirty - Fifth (35 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, Board s Report and Auditor s Report for the financial year ended 31 st March 2026 .

1. FINANCIAL RESULTS:

The audited financial results of the Company for the financial year ended 31 st March 2026 are summarized below: (Rs. In Lakhs)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	156.97	501.26
Other Income	53.46	8.71
Total Income	210.43	509.97
Total Expenses	315.26	615.17
Profit/(Loss) before Tax	(104.83)	(105.20)
Exceptional Items	0	0
Tax Expenses:
Current Tax	0	0
Deferred Tax	1.41	(0.66)
Profit /(Loss) carried to Balance Sheet/ After Tax	(103.42)	(105.86)

The audited financial statements of the Company for the financial year ended 31 st March, 2026 were approved by the Board of Directors at its meeting held on 27 th April, 2026.

2. STATE OF AFFAIRS OF THE COMPANY S AFFAIRS/BUSINESS PERFORMANCE:

During the financial year under review, the revenue from operations of the Company was Rs. 156.97 Lakhs as against revenue from operations of Rs.501.26 Lakhs during the previous financial year.

During the financial year under review, the Company incurred a net loss of Rs. 103.42 Lakhs as against a net loss of Rs. 105.86 Lakhs during the previous financial year.

3. NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE YEAR

UNDER REVIEW:

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

Your Company has strategically expanded its operational horizon to enhance revenue streams and drive long-term value. Following the successful introduction of its proprietary brand, ZADASTAR , the Company transitioned into the business of component and contract manufacturing of Kitchen and Home Appliances. Throughout the financial year under review, the Company actively sustained robust promotion and marketing campaigns to build brand equity and expand its market footprint. This transition into consumer-centric appliance segments represents a pivotal, ongoing shift in the Company s product portfolio, aimed at leveraging scalable contract manufacturing opportunities and capturing sustainable growth in the domestic consumer durables sector.

2. Future Business Plan:

The Company does not presently envisage significant opportunities in its existing business segments. Accordingly, the Company intends in future to diversify into the bullion and retail sector, including trading and retail of gold, silver and other precious metals, as part of its revised business strategy and future growth plans subject to applicable approvals and compliance with regulatory requirements.

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

During the financial year 2025-2026 and subsequent up to the date of this report, the Share Capital structure of your Company underwent significant changes relating to its partly paid-up equity shares as detailed below:

Conversion of Partly Paid-up Shares

Tranche I: The Company successfully converted 40,99,746 partly paid-up equity shares into fully paid-up equity shares upon receipt of the final call money. The Company received the formal Listing and Trading approval for the same from BSE Limited on August 6, 2025 . Tranche II: A further tranche of 1,94,323 shares was converted from partly paid-up to fully paid-up shares upon receipt of due call amounts. The Company secured the formal listing approval from BSE Limited on February 13, 2026 , followed by the trading approval on February 25, 2026 .

Forfeiture of Unpaid Partly Paid-up Shares: The Board of Directors finalised the forfeiture of 99,01,931 partly paid-up equity shares due to the continuous non-payment of the first and final call money despite sending final reminders to the concerned shareholders. The Company submitted a formal application to BSE Limited and subsequently received the official confirmation and approval regarding this corporate forfeiture on May 11, 2026 . Consequent to the aforementioned conversions and the subsequent capital forfeiture, the paid-up equity share capital of the Company stands modified as of the date of this report.

Reclassification of Shareholders under Regulation 31A of SEBI (LODR)

Apart from capital alterations, a structural change in the promoter category was executed during the period under review:

The Company received a No Objection Certificate from the Stock Exchange on September 12, 2025 , for reclassifying Electronics Corporation of Tamil Nadu Limited (ELCOT) from the Promoter/Promoter Group category to the Public Shareholder category under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board approved the EGM Notice at its meeting held on September 19, 2025 , and the said reclassification was formally considered and approved by the shareholders of the Company at the Extraordinary General Meeting (EGM) held on October 27, 2025 .

5. DETAILS ABOUT DIVIDEND AND UNPAID DIVIDEND AND DISCLOSURES AS

REQUIRED AS PER IEPF, RULES:

During the financial year ended March 31, 2026, your Directors have not recommended or declared any dividend in view of the financial performance and to conserve resources for ongoing operational transitions.

In terms of Section 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends that remain unclaimed or unpaid for a period of seven consecutive years are required to be transferred to the IEPF established by the Central Government.

Pursuant to Rule 5(8) of the IEPF Rules, the Company filed its statement of unclaimed and unpaid amounts via Form IEPF-2 on November 10, 2025.

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 Company s 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.

8. DEPOSITS:

During the financial year 2025-26, 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, there is no outstanding amount payable to Directors and overdraft amount from bank as on 31 st March 2026.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE W ITH RELATED

PARTIES:

All related party transactions that were entered into during the financial year ended March 31, 2026, were on an arm s 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 2026 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. Weblink: www.iykot.com xii. Code of Fair Disclosure of Unpublished Price Sensitive Information xiii. Policy on Prevention of Sexual Harassment of Women at Workplace

Since your Company s Paid-Up Equity Share Capital and the Net worth is less 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 JOINT VENTURE COMPANIES:

As on March 31, 2026, the Company doesn t 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.

15. 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 Company s operations in future.

16. 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.

17. AUDITOR S AND AUDIT REPORT S: STATUTORY AUDITORS:

M/s. KGS & Associates, Chartered Accountants (Firm Registration Number: 010806S), were initially appointed by the Board of Directors to fill a casual vacancy in the office of Statutory Auditors, based on the recommendation of the Audit Committee. This casual vacancy appointment was subsequently ratified and approved by the shareholders at the 33rd Annual General Meeting (AGM) held on September 24, 2024. Further, at the same 33rd AGM, pursuant to the provisions of Section 139, 142, and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the shareholders approved the appointment of M/s. KGS & Associates as the Statutory Auditors of the Company for a regular term of five (5) consecutive years. Their tenure commences from the conclusion of the 33rd AGM until the conclusion of the 38th AGM of the Company to be held in the calendar year 2029. The Company has received written consent and eligibility certificates from M/s. KGS & Associates to the effect that their continuous appointment is within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified from continuing as Statutory Auditors of the Company.

COMMENT ON STATUTORY AUDITOR S REPORT:

The Statutory Auditors Report on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026, does not contain any qualifications, reservations, adverse remarks, or disclaimers. 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 from the Board of Directors under Section 134(3)(f) of the Companies Act, 2013.

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 a term of five years from the financial year 2025-26.

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

QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Report for the financial year 2025-26 except a few which were 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 Company is currently updating the required information on its website to ensure full compliance.

3. The Board of Directors wishes to clarify that following the allotment of Equity Shares under the Rights Issue on August 8, 2025, the manual compilation, verification, and procedural submission of the requisite disclosures under Regulation 29(2) of SEBI (SAST) Regulations, 2011 caused an inadvertent administrative delay of a few days. The disclosures were subsequently completed and submitted to the Stock Exchange on August 14, 2025 and August 15, 2025. The delay was purely procedural, non-deliberate, and did not impact or cause any loss/prejudice to the interest of any investor, shareholder, or stakeholder.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, the Board of Directors of the Company has appointed Mr Arul Anto Mahesh, representing M/s. Arul Anto & Co., Chartered Accountants, as the Internal Auditor of the Company. The Internal Auditor conducts comprehensive periodic reviews of the Companys operational efficiencies, internal financial controls, and risk management frameworks. The internal audit reports are regularly placed before the Audit Committee for review, and the recommendations are implemented by the management to ensure a robust governance and compliance infrastructure.

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.

MAINTENANCE OF COST RECORDS:

Pursuant to Section 134(3)(Q) read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, your Directors state that the maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required

by the Company, and accordingly, such accounts and records are not made and maintained by the Company for the financial year under review.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): As on 31 st March, 2026, 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.

Sr. No. Name of the Directors	DIN	Designation
Ms. Likhitta Dugar 1. (Resigned w. e. f 27 th April, 2026) Mr. Suresh Rajasekar	09768742	Whole-Time Director
2. (Resigned w. e. f 21 st July, 2026) Mr. Syed Munnawar Hussain	07706731	Independent Director
3. (Resigned w. e. f 21 st July, 2026) Mr. Velli Paramasivam	07939900	Independent Director
4. (Resigned w. e. f 30 th June, 2026) Mrs. Annjana Dugar	09766538	Independent Director
5. (Resigned w. e. f 27 th April, 2026)	02189257	Non-Executive Director

The Board of Directors were reconstituted as under and their regularisation of appointment will be placed before the members at the ensuing Annual General Meeting.:

Name of Directors	Designation
Mr. Aksha Mohit Kamboj (DIN: 03347200) (Appointed w. e. f 27 th April, 2026)	Additional Director - Non- Executive Category
Mr. Sukumar Anand Shetty (DIN: 03540525)	Additional Director- Non-
(Appointed w. e. f 27 th April, 2026) Mrs. Vaishali Sharad Lad (DIN: 10252839)	Executive Category
(Initially Appointed w. e. f 27 th April 2026)	Additional Director- Whole Time
(Change in Designation w. e. f 24 th July 2026)	Director

Name of Directors	Designation
Mr. Vaibhav Agarwal (DIN: 11267514) (Appointed w. e. f 21 st July 2026)	Additional Director - Independent Category
Mr. Rajesh Chunilal Bhojani (DIN: 01804482) (Appointed w. e. f 21 st July 2026)	Additional Director - Independent Category
Mr. Arjun Bikas Dutta (DIN: 11845860) (Appointed w. e. f 23 rd July 2026)	Additional Director - Independent Category

Mr. Sekhar Subramanian tendered his resignation from the position of Company Secretary and Compliance Officer of the Company with effect from 27 th April 2026. The Board places on record its deep appreciation for his services during his tenure. Mr. Balakrishnan Thinagaran tendered his resignation from the position of Chief Financial Officer (CFO) of the Company of the Company with effect from 21 st July 2026. The Board places on record its deep appreciation for his services during his tenure. The Company is actively taking steps to ensure all consequential KMP vacancies are filled within the statutory timelines prescribed under the Companies Act, 2013 and other rules and regulations.

Key Managerial Person	Designation
Mr. Rakesh Oza (Appointed w. e. f 24 th July 2026)	Chief Financial Officer
Ms. Drishti Dawara (Membership No. A71811) (Appointed w. e. f 24 th July 2026)	Company Secretary and Compliance Officer

19. 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: a Composition of the Board and Committee. b Understanding of the Company and its business by the Board. c Availability of information to the Board and Committee. d 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 during the year under review.

20. COMPOSITION OF COMMITTEES OF THE BOARD OF THE DIRECTORS: During the financial year under review, 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 2026:

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

Sr. No. Name	Rights Issue Committee 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

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

The Board and its Committee s 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 2026.

Meeting	No. of Meetings during the Financial Year 2025-26	Date of the Meeting
		11-04-2025
		22-05-2025
		04-08-2025
		19-09-2025
Board Meeting	8
		07-11-2025
		09-01-2026
		06-02-2026
		24-02-2026
		22-05-2025
	4	04-08-2025
Audit Committee
		07-11-2025
		06-02-2026
Nomination and
	1	06-02-2026
Remuneration Committee
Independent Director \u2019 s
	1	06-02-2026
Meeting
Stakeholder \u2019 s Relationship
	1	06-02-2026
Committee
		12-05-2025
Rights Issue Committee	2
		03-11-2025

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.

22. 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 6 th February 2026, without the attendance of Non-Independent Directors and members of Management.

23. 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 the familiarisation program is available on the website of the Company at https://iykot.com/

24. INDEPENDENT DIRECTOR S 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, 2026, which has been relied on by the Company and placed at the Board Meeting.

25. SECRETARIAL 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.

26. 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 2025-26, no employee has been denied access to the Audit Committee. The Vigil Mechanism Policy is also available on the Company s websitehttps://iykot.com/wp-content/uploads/2025/07/Whistle-Blower-policy_Final.pdf

27. INTERNAL 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.

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

29. 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.

30. 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 2026.

31. 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.

32. 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 2026, 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.

33. 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 equipment to minimize breakdowns and loss of energy.

Steps taken by company for utilizing alternate sources of energy: NIL Capital investment on energy conservation equipment s: NIL.

B. TECHNOLOGY ABSORPTION:

(i) The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities. (ii) The benefits derived like product improvement, cost reduction, product development or import substitution; iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo	2025-26	2024-25
Earning in Foreign Exchange	3,182	1,04,452
Expenditure in	Nil	Nil
Foreign Exchange
CIF value of imports
Raw Materials	Nil	Nil
Calcium Carbide

34. 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 2025-26.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 (31 OF 2016) 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.

36. 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: 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.

37. 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:

Disclosures as required under Section 197(12) of the Act read with the applicable rules and details as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure IV to this report.

38. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026. Male Employees: 6 Female Employees: Nil Transgender Employees: Nil

39. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the financial year 2025-26 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 2026.

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.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

42. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [ POSH ]

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. WEBLINK 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, 2026 is available on the Company s website at https://iykot.com/investor-relations/policies/

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. 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

Subsequent to the closure of the financial year ended 31 st March 2026, the following significant corporate actions took place, which have a bearing on the shareholding control, management, and equity architecture of your Company:

Triggering of Mandatory Open Offer & Change in Management Control: Pursuant to a Share Purchase Agreement (SPA) executed to facilitate an off-market transfer of shares, a mandatory Open Offer was triggered under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Open Offer was launched by the incoming Acquirers M/s. Aspect Global Ventures Private Limited to acquire up to 26,98,298 fully paid-up equity shares representing 26% of the voting share capital of the Company at an offer price of 8.50 per share. The formal Letter of Offer was dispatched on 4 th June 2026, and the tendering period was scheduled from 10 th June 2026, to 23 rd June 2026.

Reconstitution of the Board of Directors: In alignment with the acquisition and transition of management control, the Independent Directors Committee (IDC) provided its recommendations on 8 th June 2026. To facilitate this smooth transition, a comprehensive restructuring of the leadership took place with the appointment of new promoter-nominee Additional Directors alongside the resignation of erstwhile Board members.

Regulatory Share Forfeiture: To streamline the equity base, the Company completed its regulatory actions regarding non-payment of call money. The Company received the final statutory notice from BSE Limited on 12 th May 2026, confirming the successful forfeiture of 99,01,931 partly paid-up equity shares. This critical action reduced the outstanding share capital and established the revised voting share capital at 10,37,806 equity shares.

46. RISK MANAGEMENT POLICY:

The provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the mandatory constitution of a Risk Management Committee are not applicable to your Company.

Companies Act, 2013, the Board of Directors continuously monitors business operations to identify potential vulnerabilities.

47. 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.

48. CAUTIONARY STATEMENT:

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

Place: Mumbai	By and on behalf of Board of Directors
Date: 06.08.2026	For Iykot Hitech Toolroom Limited
Sd/-	Sd/-
Sukumar Anand Shetty	Vaishali Sharad Lad
Additional Director	Additional Director
(DIN: 03540525)	(Whole Time Director)
	(DIN: 10252839)