Your Directors have the pleasure in presenting the Thirty - Fifth (35^th) Annual Report of lykot 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)

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

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,
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.ivkot.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 MI.

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 Company''s 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.

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.:

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.

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:

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.

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.

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:

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.

However, as a matter of good corporate governance and pursuant to Section 134(3)(n) of the
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)

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,
Board''s Report and Auditor’s 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)

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 COMPANY''S 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 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.

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 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 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 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/INDUSTR1AL 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 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. 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
Company’s 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. Vivekanandan 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 General Meeting (AGM) held on September 24, 2024.
Further, at the 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 (5) 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 AUDITOR’S 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 Ministry 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
Internal 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.

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 SEB1 (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
COMMITFFS & 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:

22.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 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.FAM1L1AR1SATION 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 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, 2025,
which has been relied on by the Company and placed at the Board Meeting.

23.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.

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 Company''s 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. LQ^PQRA.I..L^XlALR.ESPOj^SlBiLlTV^CS_RJ.:

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 [1CS1] 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 equipment to 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 bycompany for utilizing alternate sources of energy: NIL
•Capital investment on energy conservation equipment''s: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. In Lakhs)

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 (31 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. TjHE_DEXAlLi>j)jiDlJ:FTR.ENCE_jBETWEEN_AM

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.

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:

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 f POSH'' l

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:

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 Company''s 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 31^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 SEB1
(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 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: Chennai By and on behalf of Board of Directors

Date: 04^th August 2025 For Iykot Hitech Toolroom Limited

Sd/- Sd/-

Likhitta Dugar Velli Paramasivam

Whole-Time Director Director

(DIN:09768742) (DIN:09766538)

Your directors have pleasure in presenting the 33rd Annual Report on the business and
operations of your company along with the Audited Financial statements for the year ended 31^st
March 2024.

1. FINANCIAL RESULTS:

The summarized Financial Results for the year ended 31^st March 2024

(Rs. In Lakhs)

2. STATE OF AFFAIRS OF THE COMPANY''S AFFAIRS/ CHANGE IN NATURE OF
BUSINESS:

During the year under review, the Company incurred a loss of Rs. (198.69) lakhs against a Net
loss of Rs. (113.18) lakhs in the previous year.

The Company has started Part manufacturing & Contractual manufacturing of Kitchen and
Home Appliances under the Brand ZADASTAR and started promoting & marketing the same.

3. CAPITAL INFUSION:

The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 3,04,20,000/- (Rupees Three
Crores Four Lakhs Twenty Thousand only).

There is change in the paid-up capital of the Company, Since the Company has allotted 14196000
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 in the Board Meeting
held on 10th May 2024. Hence, the Paid-up Capital of the Company after post allotment of Right
Issue was Rs. 4,81,65,000/ - (Rupees Four Crores Eighty One Lakhs Sixty Five Thousand Only)

The Board of Directors at their Board meeting held on 07th August 2024 has decided to increase
the Authorized share capital from Rs.11,00,00,000/- (Rupees Eleven Crores only) divided into
2,20,00,000 (Two Crores Twenty Lakhs) Equity Shares of Rs.5/- (Rupees Five) 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) each ranking pari passu in all respect with the existing Equity
Shares of the Company.

The proposed increase of Authorised Share Capital requires the approval of members in general
meeting u/s 13 and 61 of the Companies Act, 2013.

4. DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year 2023-24.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the
Act, 2013 during the financial year 2023-24.

6. TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company
during the financial year 2023-24.

7. DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit under the
provisions of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

During the year 2023-24, the Company had not entered into any material transaction with related
parties pursuant to the provisions of section 188 of the Companies Act, 2013. AOC-2 is attached
to this Report as Annexure III.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report on the business of the Company for the year
ended 31st March 2024 as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015,
is annexed as Annexure-I to this report.

10. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013
and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company
www.iykot.com

(i) Composition of Board of Directors and its committees.

(ii) Code of conduct for board and senior management personal.

(iii) Policy for prevention, prohibition and redressal of sexual harassment at the workplace.

(iv) Terms and conditions of appointment of Independent Directors.

(v) Policy on Board Diversity.

(vi) Vigil Mechanism/ Whistle Blower Policy.

(vii) Policy for determination of materiality of events or information.

(viii) Formalization program for Independent Directors.

(ix) Criteria for making payments to Non-Executive Directors.

(x) Policy on preservation and archival of documents.

(xi) Nomination and remuneration Policy

(xii) Performance Evaluation Policy.

(xiii) Succession plan.

(xiv) Code of conduct for insider trading.

(xv) Policy for determination of material subsidiaries.

(xvi) Code of practices and procedures for fair disclosure of UPSI.

Since your Company''s paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs.
25 Crores respectively, the provisions of SEBI (LODR) 2015 relating to corporate governance is
not applicable.

11. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the company. The policy also lays down the criteria for
selection and appointment of Board Members. The policy and details of Nomination and
Remuneration is available on the website of the Company at www.iykot.com.

In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes,
and independence of a director. and is available in the company website www.iykot.com.

2. The Committee shall identify persons who are qualified to become Director and persons who
may be appointed in Key Managerial and Senior Management positions in accordance with
the criteria laid down in this policy.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to
the Board for approval. The remuneration/ compensation/ commission etc. shall be subject
to the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by
the Committee to the Board which should be within the slabs approved by the Shareholders
in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees
for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such
person is proved to be guilty, the premium paid on such insurance shall be treated as part of
the remuneration.

8. The Non-Executive/ Independent Director is not paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive/ Independent Directors If proposed may be paid within the
monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net
profits of the Company computed as per the applicable provisions of the Companies Act,
2013.

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. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in
place for all works and offices of the Company to redress complaints received regarding sexual
harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available
on the website of the Company at www.iykot.com

During the Financial Year under review, no complaints with allegation of sexual harassment
were filed with the ICC.

Internal Complaint Committee Members:

1. Ms. Likhitta Dugar

2. Mrs. Annjana Dugar

The Committee met once in the financial year 2023-24. The Company is committed to provide a
safe and conducive work environment to its employees during the financial year. Your directors
state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual
harassment of Women at workplace (Prevention and Redressal) Act, 2013.

14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates and joint venture companies.

15. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY
COMPANY:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure
under Section 197 (14) of the Companies Act, 2013 not applicable.

16. 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)(l) of the companies act, 2013.

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

There are no significant material orders passed by the Regulators / Courts which would impact
the going concern status of the Company and its future operations.

18. REPORTING OF FRAUDS BY AUDITORS:

The statutory auditors have not reported any instance of fraud under Section 143(12) of the
Companies Act, 2013 during this year.

19. AUDITORS:

STATUTORY AUDITORS:

M/S. Vivekanandan & Associates, Chartered Accountant, (Firm Registration Number: 005268 S)
were appointed as statutory auditor of the company for the term of five years in the 31^st Annual
General Meeting held on 29^th September 2022 and they continue to be the Auditors till this 36^th
Annual General Meeting.

But due to some reason M/s. Vivekanadan Associates, Chartered Accountants (Firm''s
Registration No. 05268 S) have tendered their resignation as Statutory Auditors w.e.f. 07.08.2024
which has resulted into a casual vacancy in the office of Statutory Auditors of the Company.

The Board of Directors of the Company has appointed M/s. KGS & Associates, Chartered
Accountants (Firm''s Registration No. 010806S) as the Statutory Auditors of the Company to fill
the casual vacancy from the conclusion of the 33rd Annual General Meeting until the conclusion
of the 38th Annual General Meeting of the Company to be held in the year 2029.

COMMENT ON STATUTORY AUDITOR''S REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/s. Vivekanadan
Associates, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR:

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, Mrs. Swetha
Subramanian, Partner of M/s. Lakshmmi Subramanian & Associates, Practicing Company
Secretaries (Membership No. F10815, CP No. 12512) was appointed to conduct the Secretarial
Audit for the financial year 2023-2024.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as
Annexure II.

QUALIFICATION IN SECRETARIAL AUDIT REPORT

There are no material qualifications in the Secretarial Report for the financial year 2023-24 except
few which was taken on record for due action.

Board''s reply:

The company is in the process of dematerialising the shares of promoters.

INTERNAL AUDITORS:

Mr V S Saptharishi B.Com F C A (M.No.024123) was appointed as an Internal Auditor of the
Company w.e.f., 01st April 2023. The Audit Committee determines the scope of internal Audit in
line with regulatory and business requirements.

COST AUDITORS:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under
the purview of Cost Audit.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of 4 directors and 3 KMP including a Whole Time Director, Company
Secretary and Chief Financial Officer.

All the above directors were appointed w.e.f 19^th October 2022
Director''s Retirement:

• To appoint a director in place of Mrs. Annjana Dugar (having DIN 02189257) who retires
from office by rotation and being eligible offers herself for reappointment.

21. BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, 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 committee 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.

6. Monitoring by the Board management effectiveness in implementing strategies, managing
risks and achieving the goals.

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

22. COMPOSITION OF COMMITTEES OF THE BOARD:

During the year all the recommendations of the Audit Committee were accepted by the Board.
Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is
given as under:

23. NUMBER OF MEETINGS OF THE BOARD AND BOARDS'' COMMITTEE:

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

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

24. 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 10^th February 2024, without the attendance of Non-Independent
Directors and members of Management.

25. 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.iykot.com

26. 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 Securities and Exchange Board of
India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial
year ended 31st March, 2024, which has been relied on by the Company and placed at the Board
Meeting.

27. 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, relating to
Meetings of Board of Directors and General Meetings respectively, have been duly complied with
however improvements in certain areas are being made.

28. 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 behaviors,
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 2023-24, no employee has been
denied access to the Audit Committee. The vigil mechanism policy is also available on the
Company''s website www.iykot.com

29. 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.

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on 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.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth
of Rs.500crore or more, or a turnover of Rs.1,000crore or more or a net profit of Rs5crore 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 Committee; and has not developed and implemented any Corporate Social
Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company.

32. EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, is available on company''s website
and can be accessed - www.iykot.com.

33. 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.

34. 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 and is of
the view that such systems are adequate and operating effectively.

35. 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 31st March 2024, 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.

During the year under review, there were no frauds reported by the Auditors on the employees
or officers of the Company under section 143(10) of the Companies Act, 2013.

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

A. CONSERVATION OF ENERGY:

a. In view of the pandemic and employees working from home the registered office has
been shifted to a very small place wherein there is absolutely no power consumption
when compared to the earlier years

b. Improvements in operating efficiency and reduction in the employee strength.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: NIL

(ii) Benefits derived
Production improvement: NIL
Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

37. CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of
complying with the provisions of Corporate Governance. During the year, with the approval of
the Board of Directors, your Company has informed the non-applicability provision to the
Bombay Stock Exchange.

Since the provision of Corporate Governance is not applicable for the entire Financial Year 2023¬
24, a separate report of Corporate Governance is not disclosed in the Annual Report 2023-24.

38. 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 pending under the Insolvency and Bankruptcy Code, 2016.

39. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE
OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE
COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC: NIL

40. 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:

During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.

41. 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:

42. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay
Stock Exchange.

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

The Register of Members and Share Transfer books of the company will be closed with effect
from Wednesday, 18th of September 2024 to Tuesday, 24th of September 2024 (both days
inclusive).

44. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement,
assistance, cooperation, and support given by the Central Government, the Government of Tamil
Nadu 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 unstinting
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.

45. 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: Chennai By and on behalf of Board of Directors

Date: 07-08-2024

Sd/- Sd/-

Likhitta Dugar Velli Paramasivam

Whole Time Director Director

DIN: 09768742 DIN: 09766538

Dear Members,

The Directors have great pleasure in presenting their 23 rd Annual Report and the Audited accounts of the company for the year ended 31st March 2014.

1.0 FINANCIAL RESULTS

Year ended 31.03.2014 31.03.2013

Profit & Loss before interestanddepreciation 41.45 18.96

Interest 12.78 15.67

Depreciation 24.91 21.59

Deferred tax asset/liability (2.05) 1 .19

Profit and Loss after interest and depreciation 1.71 (19.49)

Provision for taxation 0.70 -

Profit / (Loss) after taxation 1.01 (19.49)

Balance Brought Forward from Previous year (44.29) (24.80)

Balance carried to Balance Sheet (43.28) (44.29)

2.0 DIVIDEND:

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2014.

3.0 AUSTERITY MEASURES:

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Share holders/Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given elsewhere and form part of this report.

5.0 TRADING IN THE SHARES / DEMAT OF SHARES

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock Exchange.

6.0 DIRECTORS

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Rajapandian Sivalingam T, Mr.Muthulingam Sivarama Krishnan and Mr.Paramasivan Arunachala Devar as Independent Directors of the Company. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, Mr.Rajapandian Sivalingam T, Mr. Muthulingam Sivarama Krishnan and Mr. Paramasivan Arunachala Devar are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Mrs. Karthiga Karthikeyan was appointed as an additional Director of the Company with effect from 31st July 2014 and holds office till the Conclusion of this Annual General Meeting. A notice has been received from the Member of the Company signifying his intention to propose Mrs.Karthiga Karthikeyan as a candidate for the office of Director of the Company under Section 160(1) of the Companies Act, 2013 and liable to retire by rotation.

Mr.Iyempandi Subbiah Director of the Company retires by rotation and being eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013.

7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

During the year no employees has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole-time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITOR''S REPORT

With reference to point no.2(d) and point no.viii of the Auditor''s Report we would like to furnish our reply as under:

(i) Non provision of gratuity and leave encashment : According to the management considering the number of employees, we are of the opinion, the leave encashment and gratuity will be accounted on cash basis.

(ii) Internal Audit : The company''s average annual turnover has exceeded Rs. 5.0 crores, in the financial year 2013 - 2014. Hence the company will be appointing internal auditor in the financial year 2014-2015

11.0 AUDITORS

The Auditors, M/s. Ramadoss & Co., Chartered Accountants, Chennai hold office up to the date of the ensuing Annual General Meeting and are eligible for re- appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ramadoss & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.

12.0 RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2014, the applicable accounting standards have been followed along with proper explanation.

(b) That such accounting policies as mentioned in schedule 20 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2014 and of the profit/loss of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March 2014 have been prepared on a going concern basis.

13.0 CORPORATE GOVERNANCE

A separate detailed corporate governance report is attached herewith.

14.0 COMPLIANCE CERTIFICATE:

As per the provisions of Section 383A of the Companies Act, 1956, a compliance certificate from a Company Secretary in whole time practice is annexed hereto which forms part of this Report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government departments, its Customers and Suppliers.

Place : Chennai S. IYEMPANDI Date : 31.07.2014 Managing Director

The Directors have great pleasure in presenting their 22nd Annual Report and the Audited accounts of the company for the year ended 31st March 2013.

1.0 FINANCIAL RESULTS Year ended 31.03.2013 31.03.2012 Profit & Loss before interest and depreciation 18.96 117.16

Interest 15.67 15.74

Depreciation 21.59 20.96

Deferred tax asset/liability (1.19) 0.11

Profit and Loss after interest and depreciation (19.49) 80.35

Provision for taxation 24.78

Profit / (Loss) after taxation (19.49) 55.57

Balance Brought Forward from Previous year (24.80) (80.37)

Balance carried to

Balance Sheet (44.29) (24.0)

2.0 DIVIDEND:

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2013.

3.0 AUSTERITY MEASURES:

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Share holders/Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given elsewhere and form part of this report.

5.0 TRADING IN THE SHARES / DEMAT OF SHARES

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock

Exchange.

6.0 DIRECTORS

Under Article 116, Thiru.M.S.Krishnan Director of the Company retire from office by rotation and being eligible, offers for re-appointment.

It is with a heavy heart we inform you about the sudden demise of our Director Prof.Rooshikumar Pandya who passed away on 13th April 2013. He served your company from the inception and was a great guiding force for the executive directors.

7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

During the year no employees has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole-time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITOR''S REPORT

(i) Non provision of gratuity and leave encashment : According to the management considering the number of employees, we are of the opinion, the leave encashment will be accounted on cash basis.

(i) a) In regards gratuity, the company will be entering into a agreement with M/s. Life Insurance Corporation of India in the ensuing year.

(ii) Internal Audit : The company''s average annual turnover has exceeded Rs. 5.0 crores, in the financial year 2012 - 2013. Hence the company will be appointing internal auditor in the financial year 2013-2014

11.0 AUDITORS

M/s.Ramadoss & Co, Chartered Accountants, Chennai retires at the conclusion of 22nd Annual General Meeting and are eligible for re-appointment.

The Directors recommend their re-appointment.

12.0 RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2013, the applicable accounting standards have been followed along with proper explanation.

(b) That such accounting policies as mentioned in schedule 23 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2013 and of the profit/loss of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March 2013 have been prepared on a going concern basis.

14.0 CORPORATE GOVERNANCE

A separate detailed corporateb governance report is attached herewith.

15.0 COMPLIANCE CERTIFICATE:

CERTIFICATE UNDER CLAUSE 47 OF THE LISTING AGREEMENT FOR THE YEAR ENDED 31ST MARCH 2013.

We have examined all share Transfer Deeds, Memorandum of Transfers, Register, files and other documents relating to M/s.IYKOT HITECH TOOLROOM LTD, (Regn No.21330 of 1991) maintained by Cameo Corporate Services Ltd "Subramanian Building, No.1, Club House Road, Chennai – 600 002 pertaining to transfer of equity shares of the Company for the period from 01.04.2012 to 31.03.2013 for the purpose of issuing Certificate as per Clause 47 (C)of the Listing Agreement entered in to by, M/s.

IYKOT HITECH TOOLROOM LTD, with the Stock Exchanges and based on the information provided by Cameo Corporate Services Ltd and hereby certify that the Company has delivered during year ended on 31.03.2013.

a) Share Certificate relating to the Share Transfer Deeds received during the period from 01.04.2012 to 31.03.2013 as entered in the Memorandum of Transfers have been issued within one month from respective date of lodgment of each deed excepting those rejected on technical grounds.

b) Share Certificates in respect of requests for exchange of duplicate and split certificates have been issued within one month of lodgment.

Lakshmi Subramanian

Senior Partner

Practicing Company Secretaries

(Membership No.3534)

"Murugesa Naicker Office Complex",

81, Greams Road, Chennai - 600 006.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government departments, its Customers and Suppliers. S. IYEMPANDI

Managing Director

Place : Chennai

Date : 25.05.2013

The Directors have great pleasure in presenting their 21st Annual Report and the Audited Accounts of the company for the year ended 31st March 2012.

1.0 FINANCIAL RESULTS :

Year ended 31.03.2012 31.03.2011

Profit & Loss before

interest and depreciation 117.16 125.46

Interest 15.74 11.97

Depreciation 20.96 18.18

Deferred Tax Asset/Liability 0.11 0.16

Profit and Loss after

interest and depreciation 80.35 95.31 Short provision of income tax of earlier year - 2.85 Provision for taxation 24.78 29.61

Profit / (Loss) after taxation 55.57 63.00

Balance Brought Forward from Previous year (80.37) (143.38)

Balance carried to Balance Sheet (24.80) ( 80.37)

2.0 Dividend :

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2012.

3.0 AUSTERITY MEASURES:

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Shareholders/Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given elsewhere and form part of this report.

5.0 TRADING IN THE SHARES / DEMAT OF SHARES

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock Exchange.

6.0 DIRECTORS

Under Article 1 1 6, Thiru. A. Paramasivam, and Dr. S. Rajapandian Directors of the Company retire from office by rotation and being eligible, offer for re-appointment.

7.0 INFORMATION UNDER SECTION 21 7(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

During the year no employees has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole- time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITORS

M/s.Ramadoss & Co, Chartered Accountants, Chennai retires at the conclusion of 21 st Annual General Meeting and are eligible for re-appointment.

The Directors recommend their re-appointment.

11 MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT :

The company is in the business of manufacturing plastic moulded components for white goods, automobile and entertainment electronics. The company has it factory at No.131/2, Thiruneermalai Road, Nagalkeni, Chromepet, Chennai.

PRODUCT RANGE:

The company manufactures moulded components from 200 grams to 3000 grams of different sizes. It has installed eight moulding machines in this facility of capacity ranging from 150 Tons to 850 Tons.

QUALITY CONTROL:

The company has initiated a two tier quality control system for all its products. The supervisors and operators check the quality of the product as it comes out of the machines. Any defect in the machine of deformation, color change are identified and moved to defective goods storage.

In the second stage a separate inspector checks for this dimension and fitment of the product and then affix his seal for approval.

MARKETING:

The company visits every other plastic component user as a regular basis and try to add them as customer and then try to retain them by timely supply and quality products.

OPPORTUNITY AND THREAT :

The growth of Chennai as a automobiles and white goods manufacturing centre generates lot of opportunities for plastic component manufactures like our company. However a 20% power cut plus evening peak hour restrictions between (06.00 p.m. to 10.00 p.m.) for the last three years put untold miseries for all plastic manufactures.

It is very difficult to meet the existing demand. The company resort to generate current using a generator which prohibitively experience. This prevent us from making use of the opportunities.

OUTLOOK :

The general manpower problem affecting all manufacturing industries is a cause for worry for the company. The all arrived raise in price and the salary level prevelent due to growth of I.T. Industries in Chennai, is affecting the margin of the company. The salary has to be increased several times in a year. The labour turnover is another area of concern. The migrant labour from other part of India gives some relief but can cause problems also.

RISK AND CONCERN :

The main raw material used is ABS. The price of raw material is highly fluctuating according to the price of crude price. However, we have an agreement with our customers to change the price as and when the raw material price change.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

The company made a turn over of Rs.872.15 lakhs and a net profit of Rs. 55.57 lakhs after tax. This is considered satisfactory. However, the management is trying every means to increase these figures every year.

12. RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2012, the applicable accounting standards have been followed alongwith

proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in schedule 21 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2012 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March 2012 have been prepared on a going concern basis.

13.0 CORPORATE GOVERNANCE :

A separate detailed corporate governance report is attached herewith.

14.0 COMPLIANCE CERTIFICATE :

CERTIFICATE UNDER CLAUSE 47 OF THE LISTING AGREEMENT FOR THE YEAR ENDED 31st MARCH 2012.

We have examined all share Transfer Deeds, Memorandum of Transfers, Register, files and other documents relating to M/s. IYKOT HITECH TOOLROOM LIMITED, (Regn No. 21330 of 1991) maintained by M/s. Cameo Corporate Services Ltd "Subramanian Building, No.1, Club House Road, Chennai - 600 002 pertaining to transfer of equity shares of the Company for the period from 01.04.2011 to 31.03.2012 for the purpose of issuing Certificate as per Clause 47 (C)of the Listing Agreement entered in to by, M/s. IYKOT HITECH TOOLROOM LIMITED, with the Stock Exchanges and basing on the information provided by the Company and hereby certify that the Company has delivered during year ended on 31.03.2012.

a) Share Certificate relating to the Share Transfer Deeds received during the period from 01.04.2011 to 31.03.201 2 as entered in the Memorandum of Transfers have been issued within one month from respective date of lodgment of each deed excepting those rejected on technical grounds.

b) Share Certificates in respect of requests for exchange of duplicate and split certificates have been issued within one month of lodgment.

R.DEENADAYALU

Practising Company Secretary (C.RNo.7697) No.5/1 65, III Street, Venkateswara Nagar, Pozhichalur, Chennai-600074.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciation of the continuous support received by the Company from the Investors, Participating Financial Institution, Banks, Foreign Principals, Central/State Government Departments, its Customers and Suppliers.

Place : Chennai N.K.S.KOLAPPAN

Date : 31.07.2012 Joint Managing Director

The directors have great pleasure in presenting their 19th Annual Report and the Audited accounts of the company for the year ended 31st March 2010.

1.0 FINANCIAL RESULTS

Year ended 31.03.2010 31.03.2009

Profit & Loss before interest

and depreciation 68.71 86.92

Interest 8.51 11.56

Depreciation 15.79 15.49

Deferred tax asset 0.20 0.06

Profit and Loss after

interest and depreciation 44.61 59.95

Short provision of income

tax of earlier year - 0.16

Provision for taxation 6.92 6.22

Profit / (Loss) after taxation 37.69 53.55

Balance Brought Forward

from Previous year (181.07) (234.63)

Balance carried to

Balance Sheet (143.38) (181.08)



2.0 DIVIDEND :

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2010.

3.0 AUSTERITY MEASURES :

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Share holders/ Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given else where and form part of this report.

5.0 TRADING IN THE SHARES / DELISTING OF EQUITY SHARES:

Bombay Stock Exchange Ltd, with effect from 15.04.2009 has revoked the suspension of your shares from listing. The listing effected is for the reduced capital of Rs.304.0 Lakhs consisting of 60,84,000 equity shares of Rs.5/- each fully paid up.

The Scrip Code is 522245 and Group allotted is Z. Abbreviated name on BOLT system is "IYKOT HITEC" and Scrip ID on BOLT system is "IYKOT HITE".

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock Exchange Ltd from 18.06.2010.

6.0 DIRECTORS

Under Article 116, Thiru.A.Paramasivam, and Dr.S.Rajapnadian Directors of the company retire from office by rotation and being eligible, offer for re-appointment.

7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

7.1 During the year no employee has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

7.2 INFORMATION REQUIRED UNDER SECTION 217 (1) (E) IS GIVEN HEREUNDER:

(i) Conservation of energy : All steps have been taken into conserve energy of all levels.

(ii) Technology Absorption, Adoption : Not applicable. and Innovation



7.3 RESEARCH AND DEVELOPMENT

Research wing is active in developing new products in line with the ELVD already being manufactured.

7.4 FOREIGN EXCHANGE EARNINGS AND OUTGO:

(i) The Foreign Exchange earnings : NIL

(ii) The Foreign Exchange outgo : Rs.26,41,264/-

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole-time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITORS

M/s.Ramadoss & Associates, Chartered Accountants, Chennai retires at the conclusion of 19th Annual General Meeting and are eligible for re-appointment. The Directors recommend their re-appointment.

11.0 RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in schedule 20 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2010 and of the profit of the company for that year;

(C) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(D) That the Annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

12.0 CORPORATE GOVERNANCE

A separate detailed corporate governance report is attached herewith.

13.0 ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institution, Banks, Foreign Principals, Central/State Government departments, its Customers and Suppliers.

Place : Chennai N.K.S.KOLAPPAN S.IYEMPANDI

Date : 31.07.2010 Joint Managing Director Managing Director