The Directors take pleasure in presenting the 07th (Seventh) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2023.

1. Financial Summary or Highlights/ Performance of the Company

2. Dividend

The Board of Directors decided to plough back the earnings to strengthen the financials of the Company and not to recommend dividend for the year under review.

3. Reserves

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

4. Brief description of the Company's working during the year/State of Company's affairs

During the FY 2022-23, Revenue from Operation of the company on Standalone basis was Rs. 2,413.59 million, against the revenue of Rs. 2,198.95 Million total Profit of the Company on standalone basis was Rs. 247.21 Million, against the Profit of Rs. 281.25 Million during previous year.

Further During the FY 2022-23, audited consolidated revenues stood at Rs. 3,619.32 Million with an EBITDA Margin of 22.3% and a PAT of Rs. 501.88 Million.

Your Directors are putting in their best efforts to improve the performance of the Company.

5. Change in the nature of business

There was no change in the nature of business.

6. 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

During the Financial Year 2022-2023, Status of Company has been changed from Private Limited to Limited w.e.f 18.04.2022.

Further, The Company acquired 100 % shareholding of "Fine Technologies (India) Private Limited” and "IKIO Solution Private Limited” directly and "Royalux Export Private Limited” & "Royalux Lighting Private Limited” indirectly (i.e step down subsidiaries) on 12th September, 2022.

After the closure of Financial Year 2022-2023, the Company got Listed on BSE Limited and National Stock Exchange Limited on 16th June 2023.

7. Details of Significant and Material orders passed by the Regulators or Courts or

Tribunals impacting the going concern status and Company's operations in future.

No Significant and Material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

8. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has maintained adequate internal financial controls with respect to the Financial Statements. Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of Operational and Strategic goals, compliance with Policies, procedure Applicable Laws and Regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. During the Financial Year, the Company has appointed M/s Shiv Saroj & Associates (Chartered Accountants), bearing membership no - 019715N, as Internal Auditor of the Company for Financial Year 2022-23.

9. Details of Subsidiary/Joint Ventures/ Associate Companies

During the Financial Year 2022-23, the Company has acquired 100% shareholding of "Fine Technologies (India) Private Limited” and "IKIO Solution Private Limited” directly and Shareholding of "Royalux Export Private Limited” & "Royalux Lighting Private Limited” indirectly as they are wholly owned subsidiaries of Fine Technologies (India) Pvt. Ltd.

As per Section 129(3) of Companies Act, 2013, the Consolidated Financial Statements forms part of this report.

10. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

11. Reports on Management Discussion & Analysis and Corporate Governance

The Management Discussion and Analysis Report and Corporate Governance as required under SEBI LIsting Regulations forms part of this Report.

12. Statutory Auditor

In terms of Section 139 of the Companies Act, 2013, M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration No 003304N/N500056) who were appointed as Statutory Auditors of the Company for a period of 5 years in the 5th Annual General Meeting held on 30/11/2021. The Company has received a certificate from the Auditors to the effect that their appointment is in accordance with the provisions of Sec. 141 of Companies Act, 2013.

13. Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2023.

14. A) Share Capital

Authorised Share Capital

As on March 31,2023, Authorised Share Capital of the Company is Rs. 100,00,00,000 (Hundred Crores).

Issued, Subscribed & Fully Paid-up Share Capital

As on March 31,2023, the Company's issued and paid up capital stands Rs. 65,00,00,000/- divided into 6,50,00,000 fully paid up equity shares of Rs. 10/- each. The Company has issued Initial Public Offer (IPO) and the Company got listed on BSE Limited and National Stock Exchange Limited on 16th June 2023. After Listing of the Company, the issued and paid up Equity Share capital of the Company stands Rs. 77,28,07,010 /- divided into 7,72,80,701 fully paid up equity shares of Rs. 10/-each. As on the date of signing of the Board Report, there is no Change in Capital of the Company Up to the date of the Board meeting held on August 04, 2023, to approve this report.

B) Issue of Equity Shares with Differential Rights/ Buy Back Of Securities/ Issue of sweat equity shares/ Bonus Shares/ Provision of money by company for purchase -of its own shares by employees or by trustees for the benefit of employees

During the FY 2022-23, the Company has issued the Bonus shares in the ratio of 8 Equity Shares for every 5 Equity Shares held as on September 14, 2022.

The Company has issued 4,00,00,000 (Four Crore) Equity Shares as Bonus shares on 1 7th September, 2022 to the Shareholder as on September 14, 2022.

i\x I /

C) Issue of Employee Stock options

The Company has not issued any shares as Employee Stock Options Scheme during the year under consideration.

15. Extract of the Annual Return

The Annual Return of the Company is available on the website of the Company at https://ikio.in/annual-return.

16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a.) Conservation of Energy & Technology Absorption: Every effort is made to save Electricity, water and other resources. Conventional lights have been replaced with LED as per need. Employees are trained to switch off lights and other devices when not in use.

b) Export Activities: The Company is regularly exporting its products mainly to USA market and registration process for exports to some other countries is continued.

c) Foreign Exchange Earnings and Outgo: The

Income & Expenditure in foreign exchange (on standalone basis) is as under during the year under review:

Foreign Exchange Earning: Rs. 4.19 Million (previous year Rs. 24.50 Million)

Expenditure in Foreign Currency: Rs.819.60 million (previous year Rs. 828 million)

17. Corporate Social Responsibility (CSR)

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

The details of CSR activities are furnished in CSR-1 as Annexure-I and are attached to this Report.

18. Directors

A) Changes in Directors and Key Managerial Personnel

During the financial year, designation of Mrs. Surmeet Kaur & Mr. Sanjeet Singh has been changed from Director to Whole-Time Directorw.e.f01 /06/2022.

Further Mr. Chandra Shekhar Verma & Mr. Kishore Kumar Sansi were appointed as Independent Director(s) w.e.f. 14/04/2022, and Mr. Rohit Singhal was appointed as Independent Director w.e.f. 20/04/2022.

B) Declaration by the Independent Director(s)/ Formal Annual Evaluation

The Company has received the Declaration of Independence from Independent Directors under sub section (6) of Section 149. The Company has received such declaration from Mr. C.S.Verma & Mr. K.K. Sansi on 13th April 2022 and from Mr. Rohit Singhal on 20th April 2022.

19. Meetings

(a) Board Meetings

During the year the Board of Directors met Eleven times. The maximum interval between any two board meetings did not exceed 120 (one hundred and twenty) days. Date of Board Meeting - 01/04/2022, 08/04/2022 , 13/04/2022 , 20/04/2022, 01/06/2022, 22/06/2022,14/09/2022, 17/09/2022, 29/09/2022, 24/12/2022 and 25/03/2023.

(b) Annual General Meeting (AGM)

Annual General Meeting of the Company for the Financial Year 2021-2022 was held on 16/09/2022

(c) Extra Ordinary General Meeting

Extra Ordinary General Meeting had been convened during the year as on 14/04/2022, 20/04/2022 & 15/06/2022

Committee Meetings

a) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was re-constituted dated 01 st June, 2022 as pursuant to the provisions of Section 135 of the Companies Act, 2013. The Committee comprises of 3 members.

Mr. Hardeep Singh, Mrs. Surmeet Kaur and Mr. Chandra Shekhar Verma are the members of the Committee. Mr. Hardeep Singh is the Chairman of the Committee.

The attendance of members to the meetings of Committee and such other details are as follows:

b) Audit Committee

The Audit Committee was constituted dated 01st June, 2022 as pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. Committee comprises of three members. Mr. Rohit Singhal (Independent Director) is the Chairman of the Committee. Mr. Kishore Kumar Sansi (Independent Director) & Mr. Hardeep Singh are members of the Audit Committee.

The attendance of members to the meetings of Audit Committee and such other details are as follows:

c) Risk Management Committee

The Risk Management Committee of Directors was constituted dated 01st June, 2022 as pursuant to the provisions of the Companies Act, 2013. The composition of the Risk Management Committee is in conformity with the provisions of the said section. Committee comprises of three members. Mr. Hardeep Singh is the Chairman of the Committee. Mr. Sanjeet Singh and Mr. Kishore Kumar Sansi (Independent Director) are members of the Risk Management Committee.

d) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors was constituted dated 01st June, 2022 as pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the said section. Committee comprises of three members. Mr. Kishore Kumar Sansi (Independent Director) is the Chairman of the Committee. Mr. Chandra Shekhar Verma (Independent Director) and Mr. Rohit Singhal (Independent Director) are members of the Nomination and Remuneration Committee.

The attendance of members to the meetings of Nomination and Remuneration Committee and such other details are as follows:

25.03.2023 Mr. Kishore Kumar Sansi

Mr. C.S Verma Mr. Rohit Singhal

e) Stakeholder's Relationship Committee

The Stakeholder's Relationship Committee of Directors was constituted dated 01st June, 2022 as pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Stakeholder's Relationship Committee is in conformity with the provisions of the said section. Committee comprises of three members. Mr. Chandra Shekhar Verma (Independent Director) is the Chairman of the Committee. Mr. Sanjeet Singh, Mrs. Surmeet Kaur are members of the Stakeholder's Relationship Committee.

f) IPO Committee

The IPO Committee was constituted dated 14th September, 2022. Committee comprises of three members. Mr. Hardeep Singh is the Chairman of the Committee, Mr. Rohit Singhal (Independent Director) and Mr.SanjeetSingh are members of the I PO Committee.

g) Independent Director Meeting

Mr. Kishore Kumar Sansi, Mr. C.S Verma & Mr. Rohit Singhal are the Independent Directors of the Company. Meeting of Independent Directors was held on 31st march, 2023 which was attended by all the Independent Directors.

20. Particulars of Loans, Guarantees or investments under section 186:

Particulars of Loans given/Investments made/ Guarantees given/Securities provided as per Section 186 of the Companies Act, 2013, along with the purpose for which the Loan or Guarantee or Security is proposed to be utilized by the Company, is provided in financial statements of the Company.

21. Consolidated Financial Statements

Company is required to prepare Consolidated Financial Statements. Performance in financial position of associates is described in this report in form AOC-1 as Annexure-II.

22. Board Evaluation

The Company has devised a formal process for Annual Evaluation of performance of the Board, its Committees and Individual Directors (“Performance Evaluation”) which include criteria for Performance Evaluation of Non-executive Directors and Executive Directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company. It covers the areas relevant to the functioning as Independent Directors or other Directors, Members of the Board or Committee of the Board.

23. Related Party Transactions

During the FY 2022-23, Related Party transactions (RPTs) as defined under Section 188 of the Act read with rules made thereunder and the SEBI Listing Regulations, were at arm's length and in ordinary course of business. Pursuant to the provisions of Section 177 of the Act read with Regulation 23 of SEBI Listing Regulations, all transaction with related parties were reviewed and approved by the Audit Committee and were in accordance with the policy on RPTs as formulated by the Company. The RPT policy was revised pursuant to the amendments to the SEBI Listing Regulations and the same has been uploaded on the Company's website at the following link https://ikio.in/ uploads/policy/ RelatedPartyTransactionPolicy.pdf

These transactions are in the ordinary course of business and are on arm's length basis. In view of the above, Form AOC-2 is attached as Annexure-III .

24. Managerial Remuneration:

(A) DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

iv) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: None

Notes:

Remuneration includes salary, allowances, Company’s contribution to provident fund, commission, retirement benefits and monetary value of perquisites. The term remuneration has the meaning assigned to it in the Explanation to Section 198 of the Companies Act, 2013.

25. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, at its meeting held on March 25, 2023, appointed M/s. Mehak Gupta & Associates, Practicing Company Secretary (COP No. 15013, Membership No. FCS 10703), to undertake Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31,2023 is annexed herewith to this Report as Annexure-IV. The Secretarial Audit Report is selfexplanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

26. Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 M/s, Shiv Saroj & Associates (Chartered Accountants), bearing membership no -019715N, Internal Auditors of the Company have conducted internal audit of the functions and activities of the Company and effectiveness of Internal Control Systems of the Company during Financial Year 2022-23.

27. Cost Audit

The provision of Section 148 of Companies Act, 2013 about appointment of Cost Audit are not applicable to the Company.

28. Risk Management Policy

The company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a Business Risk Management Famework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

29. Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a. in the preparation of the Annual Accounts for the financial year ended 31st March, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such Accounting

policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit /loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the Annual Accounts on a going concern basis;

e. Clause for internal financial control is not Applicable as company was not listed in FY 2022-23;

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

30. Disclosure Under Sexual Harassment Of Women At Work Place

The Company has in place a Policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints on issues covered by the above act were received during the FY 2022-23.

31. Board's Comment on Auditors' Report

As there was no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report and thus does not call for any further comment.

32. Details of Fraud Report by Auditors

As per Auditors' Report, no fraud u/Sec. 143(2) reported by the Auditors.

33. Subsidiary Companies

As on 31st March, 2023, the Company had four subsidiaries out of which 2 are Direct Subsidiaries and 2 are Indirect Subsidiaries. The name of each of them is given below:

1. Fine Technologies (India) Private Limited (Direct Subsidiary)

2. IKIO Solutions Private Limited (Direct Subsidiary)

3. Royalux Exports Private Limited (Step Down Subsidiaries Subsidiary)

4. Royalux Lighting Private Limited (Step Down Subsidiaries Subsidiary)

34. Secretarial Standards

The Company has complied with all the applicable secretarial standards i.e. SS-1 AND SS-2. (SS-1 for Board Meetings and SS-2 for General Meetings)

35. Details of application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

36. Book Closure and Record Date

The Share Transfer Books and Register of Members of the Company shall remain closed from Friday, the September 08, 2023 to Thursday, the September 14, 2023 (both days inclusive).

37. Details of difference between valuation amount on one time settlement and valuation while availing loan from Banks and Financial Institutions

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

38. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism by adopting a Whistle Blower Policy for all stakeholders including directors, employees etc. to report concerns about unethical behavior, actual or suspected fraud or violation of Company's code of conduct as well as providing adequate safeguards against the victimization of employees who avail of the mechanism. The Policy is available on the Company's website under the web link

https://ikio.in/uploads/policy/VigilMechanismPolicy .pdf. No personnel of the Company have been denied access to the Audit Committee. The Company has not received any complaint during the financial year 2022-23.

39. Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board of Directors of the Company had formulated a Dividend Distribution Policy (‘the Policy'). The Policy is available on the Company's website https://ikio.in.

40. Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available on the website of the Company https://ikio.in/.

41. Annual Return

In accordance with Company Act, 2013, the Annual Return in prescribed format is available at the Website of the Company at https://ikio.in.

42. Acknowledgement

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

1

The financial information for the year ended March 31,2023 contains consolidation of subsidiaries from September 12, 2022 to March 31,2023 and hence is not representative of a full year of consolidated financial information of the Group and is therefore not comparable to the financial information provided in the Offering Documents of the IPO and hence, the values provided in column of Consolidated financial year ended March 31,2022 are the standalone values.