IZMO Ltd

DETAILS OF SIGNIFICANT CHANGES

Key Financial Ratios;

As per Listing Regulations, the Company is required to give details of significant changes (Change of 25% or more as compared to the immediately previous Financial Year) in key sector - sepecific financial ratio.

Note: "Not applicable" mentioned wherever changes is not 25% or more under "Detailed Explanation for Change" column.

TO THE MEMBERS:

Your Directors are pleased to present 29th Annual Report on business and operations, together with the audited Financial Statements (consolidated as well as standalone) of your Company for the Financial Year ended March 31, 2024. (FY-2023-2024).

SHARE CAPITAL:

The Authorized Share Capital of your Company as on March 31, 2024, stood at Rs.18,00,00,000 divided into 1,80,00,000 equity shares of Rs.10/- each. The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 14,11,36,430 divided into 1,41,13,643 fully paid-up equity shares of Rs.10/- each.

During the year under review, the Company issued 13,72,620 (Thirteen Lakh Seventy-Two Thousand Six Hundred and Twenty only) Warrants, each convertible into, or exchangeable for, 1 (One) fully paid-up equity share of the Company of face value Rs. 10/- (Rupees Ten only) ("Warrants"), at a price of Rs.88/- (Rupees Eighty Eight only) each (including the warrant subscription price and the warrant exercise price) payable in cash ("Warrant Issue Price") aggregating upto Rs.12,07,90,560/- (Rupees Twelve Crore Seven Lakh Ninety Thousand Five Hundred and Sixty only) ("Total Issue Size") to persons enlisted below who are Promoters of the Company on a preferential basis:

In respect of the aforesaid 13,72,620 (Thirteen Lakh Seventy-Two Thousand Six Hundred and Twenty only) Warrants, the Company has allotted 6,69,570 fully paid up equity shares of Rs.10/- each on receipt of full Warrant Issue Price as at 31.03.2024. Also, 52,500 fully paid up Equity Shares of Rs.10/- each were allotted under ESOP. Thus, the paid up share capital of the Company has increased from Rs. 13,39,15,730 to Rs. 14,11,36,430 as follows:

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

Except as mentioned above, the Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity.

LISTING WITH STOCK EXCHANGES:

The Company has duly paid the Annual Listing Fee for the year 2024-2025 to both NSE and BSE, where the Company's Shares are listed.

The Company was forced to pay Annual Listing Fee for the year 2024-2025 by The Calcutta Stock Exchange Limited (CSE), even though the securities of the Company were duly delisted during the Financial Year 2004-2005.

DIVIDEND:

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

TRANSFER TO RESERVE:

Your Directors do not propose to carry any amount to reserves, during the Financial Year ended March 31, 2024.

CORPORATE UPDATES:

During the year under review, the Company issued 13,72,620 (Thirteen Lakh Seventy-Two Thousand Six Hundred and Twenty only) Warrants, each convertible into, or exchangeable for, 1 (One) fully paid-up equity share of the Company of face value Rs. 10/- (Rupees Ten only) ("Warrants"), at a price of Rs.88/- (Rupees Eighty Eight only) each (including the warrant subscription price and the warrant exercise price) payable in cash ("Warrant Issue Price") aggregating upto Rs.12,07,90,560/- (Rupees Twelve Crore Seven Lakh Ninety Thousand Five Hundred and Sixty only) ("Total Issue Size") to persons enlisted below who are Promoters of the Company on a preferential basis:

In respect of the aforesaid 13,72,620 (Thirteen Lakh Seventy-Two Thousand Six Hundred and Twenty only) Warrants, the Company has allotted 6,69,570 fully paid up equity shares of Rs.10/- each on receipt of full Warrant Issue Price as at 31.03.2024 as follows:

Balance 7,03,050 Warrants should be allotted on or before 18.11.2024 i.e within 18 months from the date of allotment being 19.05.2023.

The details of utilization of the Funds raised through issuance of Warrants convertible into equity shares, on preferential basis and the balance outstanding as on March 31, 2024 are provided in the Corporate Governance Report. During the quarter ended March 31, 2024, there was no deviation or variation in the use of funds raised through Issue of Warrants convertible into Equity Shares, issued on preferential basis from the Objects as stated in the Explanatory Statement to the Notice of Extraordinary General Meeting of the Company dated April 21, 2023.

HUMAN RESOURCES:

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends / shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website.

In light of the aforesaid provisions, the Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the annual return as on March 31, 2024 is available on the Company's website at https://www.izmoltd.com/annual-return-en-in.htm.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review 07 (Seven) meetings of the Board of Directors were held, details of which are set out in the Corporate Governance Report which forms part of this Report.

BOARD COMMITTEES:

Detailed composition of the Board committees namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report.

There have been no instances where the Board has not accepted any recommendation of any of the Committees of the Board.

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS:

The Board of Directors of the Company comprises of optimum number of Independent Directors. Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent in terms of the Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (LODR) Regulations, 2015 as on March 31, 2024:

1. Mr. Ramanujam Krishnamurthy

2. Mr. Vijay Gupta

3. Mr. Vasanth Kumar

The Company has received Certificate of Independence from the Independent Directors inter- alia, pursuant to Section 149 of the Companies Act, 2013, and under Listing Regulations confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company. The said Certificate(s) were taken on record by the Board, at its meeting held on May 30, 2024.

AUDIT COMMITTEE:

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

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Board of Directors of your Company has adopted Nomination and Remuneration Policy (Policy) for identification, selection and appointment of Directors, Key Managerial Personnel ("KMP"), Senior Management Personnel (SMP) and other employees, in terms of provisions of the Companies Act, 2013 and Listing Regulations, as amended from time to time. The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, 2015.

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

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

Details as required under Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), are annexed to this Board's Report and marked as Annexure-C and Annexure-D.

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

The Directors confirm that -

a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed and there were no material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at March 31, 2024 and of the profit and loss of the Company for that period;

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-2024.

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

The statutory Auditor's Report and Secretarial Audit Report do not contain any qualification, disclaimer, reservation or adverse remark or disclaimer except the following in the Secretarial Audit Report:

The Company had received a Notice from The Calcutta Stock Exchange Limited (CSE) dated 09.01.2024 for alleged non-compliance of various regulations of SEBI LODR, 2015 and inter alia CSE in the said Notice claimed that the securities of the listed entity had been suspended since 21.03.2014. I am given to understand that to avoid litigation, in response to the said Notice, the listed entity had made a revocation application as per the said Notice of CSE to remove the suspension and consequently apply for delisting from CSE and further the said revocation application is pending as on the date of this certificate.

Explanation/Comments by the Board:

Infact, the Company did receive a Notice from The Calcutta Stock Exchange Limited (CSE) dated 09.01.2024 for alleged non-compliance of various regulations of SEBI LODR, 2015 and inter alia CSE in the said Notice claimed that the securities of the Company had been suspended since 21.03.2014. To avoid litigation, in response to the said Notice, the Company has made a revocation application as per the said Notice of CSE to remove the suspension and consequently apply for delisting from CSE. The said revocation application is pending as on the date of this Report.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

RELATED PARTY TRANSACTIONS:

All related party transactions as referred in Section 188(1) of the Companies Act, 2013 read with the rules made there under that were entered into during the Financial Year were on an arm's length basis and were in the ordinary course of business.

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

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

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

MATERIAL TRANSACTIONS WITH RELATED PARTIES:

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year on March 31, 2024 to which the Financial Statements relate and the date of this report.

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

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

A. CONSERVATION OF ENERGY:

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

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

• Installing LED lights which reduces electricity consumption.

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

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

• Replacing old monitors with energy efficient Laptop's which lead to significant reduction in energy consumption.

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

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

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

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

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

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

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

(Amount in Rs. Lakhs.)

RISK MANAGEMENT:

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

CORPORATE SOCIAL RESPONSIBILITY:

It is not mandatory for your company to constitute a Corporate Social Responsibility Committee as it does not fall under the criteria mentioned in Section 135 of Companies Act, 2013.

EVALUATION OF BOARD AND ITS COMMITTEES:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. Was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

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

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

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of the business.

Appointment/Re-appointment:

As on March 31, 2024, the Board of Directors of your Company comprised of six Directors, viz., three Executive Directors and three Independent Directors including two women Executive Directors. Pursuant to the provision of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Shashi Soni (DIN: 00609217) retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders' approval for her re-appointment along with other required details forms part of the Notice of 29th Annual General Meeting of the Company.

The Board at its meeting held on 11^th August 2023, on basis of the recommendation of the Nomination and Remuneration Committee had approved the re-appointment of Mrs. Kiran Soni (holding DIN: 08262670) as the Whole-time director with the designation as Executive Director of the Company for a period of three years with effect from 1 January 2024. The members at the 28th AGM of the Company held on 26^th September 2023 had approved the said re-appointment with requisite majority.

Based on recommendation of Nomination and Remuneration Committee the Board of Directors at their meeting held on 12^th August, 2024 proposed candidature of Mr. Roopsing Noorsing Chawhan (DIN:00568833) in the Notice of 29^th Annual General Meeting of the Company to seek approval of members to appoint him as a Non-Executive Independent Director for a period of five years with effect from September 30, 2024 and on such terms and condition as decided by the Board.

Based on recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 12^th August, 2024 proposed candidature of Mr. Chethan Raghunath Reddy (DIN:10697692) in the Notice of 29^th Annual General Meeting of the Company to seek approval of members to be appointed as Independent Director for a period of five years with effect from September 30, 2024 and on such terms and condition as decided by the Board.

Changes in Key Managerial Personnel:

During the period under review Mr. Danish Reza, Company Secretary and Compliance Officer of the Company (Key Managerial Personnel) resigned from the position as Company Secretary and Compliance Officer with effect from close of business hours of April 14, 2023 to pursue his interest outside the organization. The Board placed on record its appreciation for the valuable services rendered by Mr. Danish Reza in their Board Meeting held on May19, 2023.

As per the recommendation made by Nomination and Remuneration Committee, the Board of Directors appointed Ms. Sonal Jaju, as a Company Secretary and Compliance Officer of the Company with effect from May 19, 2023 in the vacancy created by the resignation of the aforesaid Mr. Danish Reza.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Pursuant to the provisions of Section 203 of the Act, Mr. Sanjay Soni, Managing Directors, Mrs. Kiran Soni, Whole Time Director & Chief Financial Officer and Ms. Sonal Jaju, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company as on March 31, 2024.

DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

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

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

MAINTENANCE OF COST RECORDS:

The maintenance of Cost Record has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Further, your Company is not required to maintain cost records under Section 148 of the Act.

INTERNAL FINANCIAL CONTROL:

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

SUBSIDIARY COMPANIES:

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

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

During the year under review, your Company has incorporated a Wholly Owned Subsidiary in the name and style - IZMO MICROSYSTEMS PRIVATE LIMITED.

The Audited Consolidated Financial Statements (CFS) of your Company for the Financial Year ended March 31, 2024, prepared in compliance with the provisions of Ind-AS issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited/unaudited financial statements in respect of subsidiaries, are available on the Company's website at https://www.izmoltd.com/general-meeting-en-in.htm.

The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors, if they desire, may write to the Company at company.secretary@izmoltd. com to obtain a copy of the financial statements of the Subsidiary Companies.

ASSCOIATE COMPANY/JOINT VENTURE:

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

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

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

The statement showing the names of the top ten employees in terms of remuneration drawn for the year ended March 31,2024 pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as annexed with this report as Annexure-D.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

Statutory Auditors:

Mr. Ramaswamy Vijayanand, Chartered Accountant (Membership No.: 202118) was duly appointed as the Statutory Auditor of the Company for a period of 5 (five) consecutive years starting from FY 2022-23 to FY 2026-27 on such terms including remuneration, reimbursement of expenses (if any) as may be fixed and determined by the Board of Directors of the Company by passing an ordinary resolution dated September 26, 2022.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

Reporting of frauds by Auditors

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

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

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board at its meeting held on May 30, 2023 appointed Mr. Syed Shahabuddin, (ICSI Membership No. ACS 4121 and C.P. No. 11932) Company Secretary, having office at 85/2, Muniswamappa Road, 01^st Cross Road, J C Nagar, Bangalore-560006 as the Secretarial Auditor of the Company to conduct the Secretarial Audit for Financial Year ended March 31, 2024.

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

The Company had received a Notice from The Calcutta Stock Exchange Limited (CSE) dated 09.01.2024 for alleged non-compliance of various regulations of SEBI LODR, 2015 and inter alia CSE in the said Notice claimed that the securities of the listed entity had been suspended since 21.03.2014. I am given to understand that to avoid litigation, in response to the said Notice, the listed entity had made a revocation application as per the said Notice of CSE to remove the suspension and consequently apply for delisting from CSE and further the said revocation application is pending as on the date of this certificate

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

Internal Auditors:

The Board had appointed Mr. M. Venkatesha, Chartered Accountant having Membership No.: 232131 as Internal Auditors of the Company pursuant to Section 138 of the Companies Act, 2013 for the F.Y. 2023-2024 and he has completed the internal audit as per scope given by the Audit Committee for the Financial Year 2023-2024.

CORPORATE GOVERNANCE

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

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS:

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2024, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditor's Report and Financial Statements which form part of this Annual Report.

EMPLOYEES STOCK OPTION PLAN

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

1. Employee Stock Option Plan 2016

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

2. Employee Stock Option Plan 2013

Disclosures for the Financial Year ended March 31, 2024 regarding Employee Stock Option Plan 2013 in terms of Companies (Share Capital and Debenture) Rules, 2014 are as below:

EMPLOYEES WISE DETAILS OF OPTION GRANTED

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

Internal Complaints Committee (ICC)

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

The Company has in place an Anti-Sexual Harassment Policy, inter-alia, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also complied with the provision relating to the constitution of Internal Complaints Committee (ICC) to redress complaints. There were no complaints received during the year under review and also there are no pending complaints before the ICC. The Policy is also available in the website of the Company at https://www.izmoltd.com/policies-and-code-of-conduct-en-in.htm.

GENERAL:

a) During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016. Further, there is no Corporate Insolvency Resolution Process initiated against the Company under the IBC Code.

b) During the year, there was no one-time settlement done with the Banks or Financial Institutions.

ACKNOWLEDGEMENTS:

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