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