IZMO Ltd Directors Report

TO THE MEMBERS:

Your Directors are pleased to present 30^th Annual Report on business and operations, together with the Audited Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from operations	4,685.64	4,261.94	22,461.01	18,674.83
Other Income	3,219.80	113.50	3,525.91	334.27
Total Income	7,905.44	4,375.44	25,986.92	19,009.10
Total Expenses	4,749.55	4,280.47	20,375.45	16,326.02
Profit before tax	2,916.65	94.97	5,372.23	2,683.08
Tax Expenses	473.25	75.90	484.20	78.02
Profit/Loss for the year	2,443.40	19.07	4,888.03	2,605.06

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

Your Company continues to carry on the business within the scope of its Main Objects. There was no diversification of business during the Financial Year ended 31^st March 2025.

Your directors are pleased to inform that as per the Standalone Financial Statements, there was an increase in revenue by INR 423.7 Lakh i.e., from INR 4,261.94 Lakh in Financial Year ended on 31^st March 2024 to INR 4,685.64 Lakh during the Financial Year ended on 31^st March 2025.

Your directors are pleased to inform that as per the Consolidated Financial Statements, there was an increase in revenue by INR 3,786.18 Lakh i.e., from INR 18,674.83 Lakh in Financial Year ended on 31^st March 2024 to INR 22,461.01 Lakh during the Financial Year ended on 31^st March 2025.

Highlights of Companys performance are covered in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

3. CHANGE OF BUSINESS:

There was no change in the nature of the Business of your Company during the Financial Year ended 31^st March 2025.

4. DIVIDEND:

In order to augment the ongoing expansion programs, the Board of Directors have decided to plough back the profits into the system and therefore do not recommend dividend.

5. AMOUNTS TRANSFERRED TO RESERVES:

Your Board of Directors has decided not to transfer any amount to the Reserves for the Financial Year ended 31^st March, 2025.

6. SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2025, is Rs.18,00,00,000 (Rupees Eighteen Crores only) divided into 1,80,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 14,87,20,930 (Rupees Fourteen Crore Eighty-Seven Lakh Twenty Thousand Nine Hundred and Thirty only) divided into 1,48,72,093 fully paid-up Equity Shares of Rs.10/- each.

During the year the Paid-up Share Capital of the Company has increased from Rs. 14,11,36,430 to Rs. 14,87,20,930 as follows:

Particulars	Amount in (Rs.)
Paid Up Equity Share Capital as on March 31, 2024	14,11,36,430
Allotment of 34,400 fully paid-up Equity Shares of Rs.10/- each under ESOP on 30.05.2024	3,44,000
Allotment of 21,000 fully paid-up Equity Shares of Rs.10/- each under ESOP on 13.11.2024	2,10,000
Allotment of 7,03,050 fully paid-up Equity Shares of Rs.10/- each pursuant to conversion of Share Warrants on 13.11.2024	70,30,500
Paid up Equity Share Capital as on March 31, 2025	14,87,20,930

All the equity shares allotted during the year under review rank pari passu with the existing equity shares of the Company.

Further, during the Financial Year the Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity shares.

7. HUMAN RESOURCES:

Izmo Limited pride ourselves of providing opportunities regardless of race, gender, ability and background, while our vision, mission and values form the bedrock on which our promises are built, it is our strong and positive culture that enables us to work towards that common goal. We continue to groom talent with the requisite competencies to empower them to perform their roles effectively, while we continue to drive diversity, inclusion and equity in our workplace.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with the IEPF Rules states that all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat Account of the IEPF Authority.

The Company does not have any funds lying unpaid and unclaimed for a period of seven years. Therefore, there were no Funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

9. EXTRACT OF ANNUAL RETURN:

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2025, in the prescribed format is available on the Companys website at https://www.izmoltd.com/annual-return-en-in.htm.

10. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year ending 31^st March 2025, 05 (Five) meetings of the Board of Directors were held. The details of Board Meeting and Attendance of the Directors are provided in the Corporate Governance Report.

11. BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of the Board of Directors

The Board has Six Directors comprising of three Executive Directors and three Independent Directors. The composition of the Board of Directors complies with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Section 149 of the Companies Act, 2013.

Changes in Board of Directors

During the Financial Year under review, Mr. Sanjay Soni (DIN: 00609097) was re-appointed as Managing Director of the Company with effect from 1^st April 2025 to 30^th September 2027 at the Board of Directors Meeting held on 14^th February 2025 based on the recommendation of the Nomination and Remuneration Committee. Further, Shareholders approved the reappointment of Mr. Sanjay Soni (DIN: 00609097) as Managing Director of the Company at an Extraordinary General Meeting held on 25^th June 2025.

Further, During the Financial Year, Mr. Roopsing Noorsing Chawhan (DIN: 00568833) and Mr. Chethan Raghunath Reddy (DIN: 10697692) were appointed as Non-Executive Independent Directors of the Company for a period of five years at the 29^th Annual General Meeting held on 26^th September 2024 based on the recommendation of Nomination and Remuneration Committee.

Mr. Ramanujam Krishnamurthy (DIN: 06940830) and Mr. Vijay Gupta (DIN: 00929401) ceased to be Independent Directors of the Company with effect from 30^th September 2024 after completion of their second consecutive term of five years as Independent Directors of the Company.

Directors Retiring by Rotation

Under the provisions of Section 152 of the Companies Act, 2013, Mrs. Kiran Soni (DIN: 08836616) Whole-time Director and Chief Financial Officer of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommended the re-appointment.

Necessary resolutions seeking approval of the Shareholders have been placed before the Annual General Meeting for the appointment mentioned above.

Changes in Key Managerial Personnel:

During the period under review Ms. Sonal Jaju, Company Secretary and Compliance Officer of the Company resigned from the position as Company Secretary and Compliance Officer of the Company with effect from 7^th October 2024 to purse her interest outside the organisation.

The Board based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Varun Kumar A S, as a Company Secretary and Compliance Officer of the Company with effect from December 26, 2024.

Key Managerial Personnel:

As on March 31, 2025, following are the Key Managerial Personnel ("KMPs") of your Company, in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sl. No.	Name of the Key Managerial Personnel ("KMPs")	Designation
1.	Mrs. Shashi Soni	Chairperson and Whole-time Director
2.	Mr. Sanjay Soni	Managing Director
3.	Mrs. Kiran Soni	Whole-time Director and Chief Financial Officer
4.	Mr. Varun Kumar A S	Company Secretary and Compliance Officer

Board Committees:

The Composition of various Committees of the Board and their meetings, including the terms of reference are detailed in the Corporate Governance Report forming part of this Report.

Succession Plan:

The Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

12. STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS:

The Board of Directors of the Company comprises of optimum number of Independent Directors. Based on the confirmation/ disclosures received from the Directors, the following Non-Executive Directors are Independent in terms of the Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (LODR) Regulations, 2015 as on March 31, 2025:

Sl. No.	Name of the Independent Director	DIN
1.	Mr. Roopsing Noorsing Chawhan	00568833
2.	Mr. Vasanth Kumar	03570216
3.	Mr. Chethan Raghunath Reddy	10697692

Company has received Certificate of Independence from the Independent Directors inter- alia, pursuant to Section 149 of the Companies Act, 2013 and under Listing Regulations confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company. The said Certificate(s) were taken on record by the Board, at its meeting held on May 30, 2025.

Further, During the Financial Year, Mr. Roopsing Noorsing Chawhan (DIN: 00568833) and Mr. Chethan Raghunath Reddy (DIN: 10697692) were appointed as Non-Executive Independent Directors of the Company for a period of five years at the 29^th Annual General Meeting held on 26^th September 2024 based on the recommendation of Nomination and Remuneration Committee.

Mr. Ramanujam Krishnamurthy (DIN: 06940830) and Mr. Vijay Gupta (DIN: 00929401) ceased to be Independent Directors of the Company with effect from 30^th September 2024 after completion of their second consecutive term of five years as Independent Directors of the Company.

13. AUDIT COMMITTEE:

The Board of Directors of the Company has constituted a qualified and independent Audit Committee that acts as a link between the management, the Statutory Auditors, Internal Auditors and the Board. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the rules made there under and Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time.

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Board of Directors of your Company has adopted Nomination and Remuneration Policy (Policy) for identification, selection and appointment of Directors, Key Managerial Personnel ("KMP"), Senior Management Personnel (SMP) and other employees, in terms of provisions of the Companies Act, 2013 and Listing Regulations, as amended from time to time.

The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, 2015.

Your Board, on the recommendations of the Nomination and Remuneration Committee appoints Director(s) of the Company based on his/her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings. Generally, the Managing Director and Whole-time Directors (Executive Directors) are appointed for a period of three years. Independent Directors of the Company are appointed to hold their office for a term of upto five consecutive years on the Board of your Company. Based on their eligibility for re-appointment, the outcome of their performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Independent Directors may be re-appointed by the Board for another term of upto five consecutive years, subject to the approval of the Members of the Company.

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on https://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm

15. DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

The details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Boards Report.

The Statement showing ratio of the remuneration of each Director to the median employees remuneration pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed with this report as Annexure-C.

The statement showing the names of the top ten employees in terms of remuneration drawn for the year ended March 31, 2025 pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as annexed with this report as Annexure-D.

16. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

The Directors confirm that -

a) In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards had been followed and there were no material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as at March 31, 2025, and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-2025.

17. EXPLANATION AND COMMENTS BY THE BOARD ON EVERY QUALIFICATION/RESERVATION/ADVERSE REMARK/ DISCLAIMER BY THE AUDITORS IN THEIR REPORTS:

The Statutory Auditors Report and Secretarial Audit Report do not contain any qualification, disclaimer, reservation or adverse remark or disclaimer except the following in the Secretarial Audit Report:

The Company had received a Notice from The Calcutta Stock Exchange Limited (CSE) dated 09.01.2024 for alleged noncompliance of various regulations of SEBI LODR, 2015 and inter alia CSE in the said notice claimed that the securities of the Company had been suspended since 21.03.2014. During the year ended 31.03.2024, to avoid litigation, in response to the said Notice, the Company had made an application to revoke the suspension as per the said Notice of CSE to enable the Company apply for delisting from CSE. During the Review Period, the CSE has revoked the aforesaid suspension with effect from 13.01.2025. I am given to understand that the Company is in the process of making an application for delisting from CSE.

Explanation/Comments by the Board:

The Company received a notice from the Calcutta Stock Exchange Limited (CSE) on 09.01.2024 for alleged non-compliance of various regulations of SEBI LODR, 2015 and inter alia CSE in the said Notice claimed that the securities of the Company had been suspended since 21.03.2014. In response to the said Notice, the Company has made a revocation application seeking removal of suspension and consequently make an application for delisting of shares on CSE. The revocation application has been approved by the CSE, and the Company is in the process of delisting of shares from CSE.

Secretarial Audit Report as issued by the Secretarial Auditor is annexed to this Report and marked as Annexure - E.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of the loan granted are mentioned in the Note No. 34 of Notes to the Standalone Financial Statement pursuant to Section 186 (4) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. The details of guarantee given and security provided by the Company are stated in Note. No.41 of Notes to the Standalone Financial Statement. Full particulars of investments made are stated in Note No.6 to the Standalone Financial Statement.

19. RELATED PARTY TRANSACTIONS:

Related Party Transactions as referred in Section 188(1) of the Companies Act, 2013 read with the rules made there under that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee. Requisite approval of the Audit Committee is obtained on periodic basis for the transactions which are repetitive in nature or otherwise. The actual transactions entered into pursuant to the approval so granted are placed at quarterly meetings of the Audit Committee.

Your Directors draw attention of the members to Note. No. 34 of notes to the Financial Statement which sets out related party disclosures.

The Company has formulated a Policy on related party transactions. This policy approved by the Board is uploaded on the Companys website on the below link: https://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm

20. MATERIAL TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered any material transaction with related parties during the year under review which requires reporting in Form AOC-2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014. However, the requisite disclosure in this regard is given in this report as Annexure-A.

21. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes in the nature of business affecting the financial position of the Company during the period after the end of the Reporting Period till the date of the Report.

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

In compliance with the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, information on conservation of energy, technology absorption, foreign exchange earnings and outgo of the Company during the year under review are mentioned below:

A. CONSERVATION OF ENERGY:

The operations of the Company are not energy intensive. The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production are not applicable as the Company is engaged in the service sector and provides IT and IT related services.

Efforts have been made to ensure optimal usage of energy, avoid wastage and conserve energy. As an ongoing process the Company continues to undertake the energy conservation measures to minimize the usage of energy. Below are some of our conscious efforts in energy conservation:

• Installing LED lights which reduces electricity consumption.

• Continuous monitoring of floor areas after normal working hours and switching off lights.

• Periodic UPS and AC maintenance to ensure efficient working of equipment.

• Replacing old monitors with energy efficient Laptops which lead to significant reduction in energy consumption.

• Migrating from in-house computing infrastructure to cloud leading to significant energy and cost savings.

• Efforts in removing dead loads during weekends. (Turn Off/Plug out Heating elements of vending machines, turn off Lighting circuits, ensure all manual operating loads are cut off etc).

B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT (R&D):

The Company uses the latest technology available in modern technology applications. Indigenous technology available is continuously being upgraded to improve overall performance. The Company has a dedicated team of technically competent personnel who relentlessly work on technology up gradation and development related fields.

Research and Development continues to be given very high priority in Software Technology in the area of telecommunications, and hardware technology in the area of embedded systems.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year, the details of Foreign Exchange transactions were:

(Amount in Rs. Lakhs)

Foreign exchange earnings and outgo	FY 2024-25	FY 2023-24
a. Foreign exchange earnings	4,177.71	3,779.75
b. CIF Value of Imports	0	0
c. Expenditure in foreign currency	7.39	35.39

23. RISK MANAGEMENT:

A detailed report on Risk Management is included in Management Discussion and Analysis which forms part of this report.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not falling under any criteria specified in sub-section (1) of section 135 of the Companies Act, 2013 and your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

25. EVALUATION OF BOARD AND ITS COMMITTEES:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.), effectiveness of board processes, information and functioning, etc., extent of co-ordination and cohesiveness between the Board and its Committees and quality of relationship between board Members and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of non-Independent Directors, the Board as a whole and Chairperson of the Company was evaluated, considering the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors based on criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

26. DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025.

27. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS:

All pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company, containing requisite information for such payments and disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report, which forms part of this Report.

28. SECRETARIAL STANDARDS:

In terms of Para 9 of Secretarial Standard - 1, issued by the Institute of Company Secretaries of India and approved by Ministry of Corporate Affairs, the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

30. COST AUDITORS AND COST RECORDS:

There is no such requirement for the appointment of Cost Auditors, as the Company is not covered under Section 148 (1) of the Act. Further, the Company is not required to maintain cost records under Section 148 of the Act.

31. INTERNAL FINANCIAL CONTROL:

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

32. SUBSIDIARY COMPANIES:

Your Company along with subsidiaries provides software solutions and services globally. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of Financial Statements of the aforesaid Subsidiaries (including highlights of their performance and contribution to the overall performance of the Company) has been provided in Form AOC-1 annexed as Annexure-B which forms part of this Annual Report.

The Company has framed policy for determining material subsidiaries as per requirement of explanation to Regulation 16 (1) (c) in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, has uploaded the same on companys website: https://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm

The Audited Consolidated Financial Statements (CFS) of your Company for the Financial Year ended March 31, 2025, prepared in compliance with the provisions of Ind-AS issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited/unaudited financial statements in respect of subsidiaries, are available on the Companys website at https://www.izmoltd.com/general-meeting-en-in.htm. The physical copies of annual Financial Statements will be made available to the Members of the Company upon request.

33. ASSCOIATE COMPANY/JOINT VENTURE:

The Company does not have any associate company nor has entered a joint venture with any other company.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Rules framed there under read with Regulation 22 of the Listing Regulations, your Company has established a vigil mechanism to report genuine concerns. The Policy provides for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Companys Code of Governance and Ethics. The policy is uploaded on the website of the Company at www.izmoltd.com and is available at the link https://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm

The Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ Employee has been denied access to the Chairman of the Audit Committee. Brief details about the policy are provided in the Corporate Governance Report attached as Annexure G to this Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report is given as a separate section in this Annual Report and is annexed to this Report.

36. AUDIT AND AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 26, 2022 Mr. Ramaswamy Vijayanand, (Membership No.: 202118) Chartered Accountant was appointed as the Statutory Auditor of the Company for a period of 5 (five) consecutive years from Financial Year 2022-23 to Financial Year 2026-27 on such terms including remuneration, reimbursement of expenses (if any) as may be fixed and determined by the Board of Directors of the Company.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

Reporting of frauds by Auditors

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

The Board has placed on record its sincere appreciation for the services rendered by Mr. Ramaswamy Vijayanand, Chartered Accountant (Membership No.: 202118), as Statutory Auditor of the Company.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, your Board of Directors re-appointed Mr. Syed Shahabuddin, (Membership No. ACS 4121) Company Secretary in Practice as the Secretarial Auditor of the Company to conduct the Secretarial Audit for Financial Year ended March 31, 2025.

The report of the Secretarial Audit as received from Mr. Syed Shahabuddin in the prescribed Form MR-3 is annexed herewith to the Board Report and marked as Annexure-E and does not contain any qualification, reservation, adverse remark or disclaimer in his Report except the following note, which is duly explained herein above:

The Company had received a Notice from The Calcutta Stock Exchange Limited (CSE) dated 09.01.2024 for alleged noncompliance of various regulations of SEBI LODR, 2015 and inter alia CSE in the said Notice claimed that the securities of the Company had been suspended since 21.03.2014. During the year ended 31.03.2024, to avoid litigation, in response to the said Notice, the Company had made an application to revoke the suspension as per the said Notice of CSE to enable the Company apply for delisting from CSE. During the Review Period, the CSE has revoked the aforesaid suspension with effect from 13.01.2025. I am given to understand that the Company is in the process of making an application for delisting from CSE.

The Secretarial Compliance Report as received from Mr. Syed Shahabuddin, the Secretarial Auditor of the Company, as per the requirement of SEBI (LODR) 2015 is annexed herewith to the Board Report and marked as Annexure-F.

Further, pursuant to amended to Regulation 24A of SEBI (LODR) Regulation, 2015 and subject to approval of Shareholder of the Company being sought at the ensuing Annual General Meeting, Mr. Syed Shahabuddin, (Membership No.: A4121) a Peer Reviewed Company Secretary in Practice, holding Peer Review Certificate Number 3387/2023 as the Secretarial Auditor of the Company for a term of five consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30 to conduct the secretarial audit.

Internal Auditors

The Board had appointed Mr. M. Venkatesha, Chartered Accountant having Membership No.: 232131 as Internal Auditors of the Company pursuant to Section 138 of the Companies Act, 2013 for the F.Y. 2024-2025.

37. CORPORATE GOVERNANCE

The Company continues to benchmark itself with the best-of-the-class practices as far as corporate governance standards are concerned. The Company has complied with the requirements provided in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance report on the various requirements under the said clause along with the Practicing Company Secretary certification thereof is provided in the corporate governance section of this report at Annexure G.

38. SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2025, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditors Report and Financial Statements which form part of this Annual Report.

39. EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes namely Employee Stock Option Plan 2013 and Employee Stock Option Plan 2016.

1. Employee Stock Option Plan 2016

With regards to Employee Stock Option Plan 2016, the Company has obtained approval from its Shareholders by passing a special resolution at the AGM held on 10th September 2016 and further course of action and approval from the various regulatory will be obtained in due course of time with the direction/approval from the Board of director/committee. Hence, further disclosure with regards Section 62 read with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 & other disclosure with regard to clause 14 of SEBI (Share Based Employee Benefits) Regulation, 2014 does not arise as on this report date.

2. Employee Stock Option Plan 2013

Disclosures for the Financial Year ended March 31, 2025 regarding Employee Stock Option Plan 2013 in terms of Companies (Share Capital and Debenture) Rules, 2014 are as below:

Particulars	Employee Stock Option Plan 2013
	(F.Y 2024-25)	(F.Y 2023-24)	(F.Y 2022-23)	(F.Y 2021-22)	(F.Y 2020-21)
Option granted	98000	72439	130500	NIL	225000
Option vested	97682	94050	67500	274400	205800
Option exercised	55400	52500	37200	167200	124500
The total no. of shares arising as a result of exercise of option	55400	52500	37200	167200	124500
Options lapsed/cancelled during the year	20428	55950	36600	107200	81300
The exercise price	Rs. 10 /-	Rs. 10 /-	Rs. 10 /-	Rs. 10 /-	Rs. 10 /-
Variation of terms of options	No variation in the terms of options during the year under review.	No variation in the terms of options during the year under review.	No variation in the terms of options during the year under review.	No variation in the terms of options during the year under review.	No variation in the terms of options during the year under review.
Money realized by exercise of options	Rs. 5,54,000	Rs. 5,25,000	Rs.3,72,000	Rs. 16,72,000	Rs. 12,45,000
Total no. of options in force	195682	280939	235500	499400	499400
EMPLOYEES WISE DETAILS OF OPTION GRANTED
Key Managerial Personnel (KMP)	No options were granted to KMPs during the year under review	No options were granted to KMPs during the year under review	No options were granted to KMPs during the year under review	No options were granted to KMPs during the year under review.	No options were granted to KMPs during the year under review.
Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	NIL	NIL	NIL	NIL	NIL
Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	NIL	NIL	NIL	NIL	NIL

Disclosure on ESOPs details of options granted, shares allotted on exercise, etc. as required under Employee Benefits Regulations read with SEBI circular no. CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 are available on the Companys website: http://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm

40.DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Internal Complaints Committee (ICC)

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the organization.

The Company has in place an Anti-Sexual Harassment Policy, inter-alia, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also complied with the provision relating to the constitution of Internal Complaints Committee (ICC) to redress complaints.

The Policy is also available in the website of the Company at https://www.izmoltd.com/policies-and-code-of-conduct-en-in. htm.

Following are the details of the complaints received by your Company during FY 2024-25

Number of reported cases	Nil
Number of cases disposed	NA
Number of cases pending	NA

41. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company is committed to ensuring a supportive and inclusive workplace for all its employees. In compliance with the provisions of the Maternity Benefits Act, 1961, the Company has implemented the required steps and procedures to provide maternity benefits to its eligible employees. During the Financial Year 2024-25, the Company has adhered to all applicable provisions of the Act, including the grant of maternity leave and other related benefits, as prescribed by law.

No instances of non-compliance with the Maternity Benefits Act, 1961 have been reported or observed during the financial year.

42. INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year ended March 31, 2025, there was no application made by the Company or against the Company or any proceeding pending relating to the Company under the Insolvency and Bankruptcy Code, 2016. Hence, the requirement of providing 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 does not arise.

43. ONE TIME SETTLEMENT:

During the Financial Year ended March 31, 2025, there was no One Time Settlement made by the Company with any Banks or Financial Institutions. Hence, the requirement of providing 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 does not arise.

44. ACKNOWLEDGEMENTS

Your directors place on record their deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year. The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State electricity regulatory authorities, communities in the neighbourhood of our operations, and local authorities in areas where we are operational in India, as also partners, governments, and stakeholders in international geographies where the Company operates, for all the support rendered during the year. Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is.

By order of the Board
for IZMO Limited
Sd/-	Sd/-
Sanjay Soni	Shashi Soni
Managing Director	Chairperson and Wholetime Director
DIN: 00609097	DIN: 00609217
Address: #09, Prestige Casabianca, 12/1, Airport Road,	Address: Flat No.9, Prestige Casablanca, No 12/1, Airport
Near HDFC Bank Murgeshpalya, Vimanapura, Bangalore	Road, Bangalore- 560017
- 560017
Place: Bangalore
Date: August 13, 2025