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IZMO Ltd.

BSE: 532341 Sector: IT
NSE: IZMO ISIN Code: INE848A01014
BSE 00:00 | 24 Sep 93.50 -0.95
(-1.01%)
OPEN

94.95

HIGH

96.00

LOW

93.50

NSE 00:00 | 24 Sep 93.65 -0.95
(-1.00%)
OPEN

94.00

HIGH

96.45

LOW

93.05

OPEN 94.95
PREVIOUS CLOSE 94.45
VOLUME 2397
52-Week high 148.85
52-Week low 31.40
P/E 935.00
Mkt Cap.(Rs cr) 125
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 94.95
CLOSE 94.45
VOLUME 2397
52-Week high 148.85
52-Week low 31.40
P/E 935.00
Mkt Cap.(Rs cr) 125
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IZMO Ltd. (IZMO) - Director Report

Company director report

COVID 19 IMPACTS

In the last month of financial year 2019-20 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economicactivity. For the Company the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption to services for all ourcustomers globally. From a highly centralized model consisting of work spaces set in ourpremises capable of accommodating good number of employees we switch to work from homefor employees to deliver the output seamlessly. As of March 31st 2020work from home was enabled to close to 90 percenTof the employees to work remotely andsecurely. This response has reinforced customer confidence in Izmo and many of them haveexpressed their appreciation and gratitude for keeping their businesses running undermost challenging conditions.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31st 2020 stood atRs.180000000 divided into 18000000 equity shares of Rs.10/- each. The Issued ShareCapital of your Company is Rs. 130671730 divided into 13067173 equity shares of Rs.10/-each and the Subscribed and Paid-up Share Capital is Rs. 130671730 divided into 13067173equity shares of Rs.10/- each fully paid up.

DIVIDEND

In order to augment the ongoing expansion programs the Directors have decided toplough back the profits into the system and regret inability to recommend dividend.

TRANSFER TO RESERVE

Your Directors does not propose to carry any amount to reserves during the financialyear ended 31st March 2020.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

Further all the shares in respecTof which dividend has remained unclaimed for sevenconsecutive years or more from the date of transfer to unpaid dividend account shall alsobe transferred to IEPF Authority. The said requirement does not apply to shares inrespecTof which there is a specific order of Court Tribunal or Statutory Authorityrestraining any transfer of the shares.

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

In lighTof the aforesaid provisions the Company has during the year under reviewtransferred to IEPF the unclaimed dividends outstanding for 7 years of the Company.Further shares of the Company in respecTof which dividend has not been claimed for 7consecutive years or more from the date of transfer to unpaid dividend account have alsobeen transferred to the demat accounTof IEPF Authority.

EXTRACTOF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed there under theextracTof the annual return for financial year 2019-20 is given in Annexure-A inthe prescribed Form No. MGT-9 which is a parTof this report. The same is also availablehttps://www.izmoltd.com/shareholding-pattern-en-in.htm.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 4 (Four) meetings of the Board of Directors were helddetails of which are seTout in the Corporate Governance Report which forms parTof thisReport.

BOARD COMMITTEES

Detailed composition of the Board committees namely Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee number of meetingsheld during the year under review and other related details are seTout in the CorporateGovernance Report which forms parTof this Report.

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

STATEMENTON DECLARATION OF INDEPENDENT DIRECTORS

The Board of Directors of the Company comprises of optimum number of IndependentDirectors. Based on the confirmation / disclosures received from the Directors thefollowing Non-Executive Directors are Independent in terms of the Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (LODR) Regulations 2015as on 31st March 2020:

1. Mr . Perur Phaneendra

2. Mr . Ramanujam Krishnamurthy

3. Mr . Vijay Gupta

The Company has received Certificate of Independence from the Independent Directorsinter- alia pursuant to Section 149 of the Companies Act 2013 and under ListingRegulations confirming and certifying that they have complied with all the requirements ofbeing an Independent Director of the Company. The said Certificate(s) were taken on recordby the Board at its meeting held on June 29th 2020.

AUDIT COMMITTEE

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

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

NOMINATION & REMUNERATION POLICY

The Board of Directors of your Company has adopted nomination and remuneration policy(Policy) for identification selection and appointmenTof Directors Key ManagerialPersonnel ("KMP") Senior Management Personnel (SMP) and other employees interms of provisions of the Companies Act 2013 and Listing Regulations as amended fromtime to time. The Policy enumerates the powers roles and responsibilities of theNomination and Remuneration Committee. The composition powers role and terms ofreference of the Committee are in accordance with the requirements mandated under Section178 of the Companies Act 2013 and Regulation 19 read with Part D of Schedule II of theSEBI Listing Regulations 2015.

You're Board on the recommendations of the Nomination and Remuneration Committeeappoints Director(s) of the Company based on his / her eligibility experience andqualifications and such appointment is approved by the Members of the Company at GeneralMeetings. Generally the Managing Director and Whole-time Directors (Executive Directors)are appointed for a period of three years. Independent Directors of the Company areappointed to hold their office for a term of upto five consecutive years on the Board ofyour Company. Based on their eligibility for re-appointment the outcome of theirperformance evaluation and the recommendation of the Nomination and RemunerationCommittee the Independent Directors may be re-appointed by the Board for another term ofupto five consecutive years subject to the approval of the Members of the Company.

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) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (as amended) are annexed to this Board's Report and marked as Annexure-D andAnnexure-E.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT2013

The Directors confirm that –

a. In the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed and there were nomaterial departures;

b. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearas at 31st March 2020 and of the profit and loss of the Company for thatperiod;

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

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

The statutory Auditor's Report does not contain any qualification disclaimerreservation or adverse remark.

Further the Secretarial Audit Report does not contain any qualification disclaimerreservation or adverse remark.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of the loan granted are mentioned in the Note No. 36 of Notes to theStandalone financial statement pursuant to Section 186 (4) read with Companies (Meetingsof Board and its Powers) Rules 2014. The details of guarantee given and security providedby the Company are stated in Note. No.43 of Notes to the Standalone financial statement.Full particulars of investments made are stated in Note No.7 to the standalone financialstatement.

RELATED PARTY TRANSACTIONS

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

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

Your directors draw attention of the members to Note. No.36 of notes to the financialstatement which sets out related party disclosures.

The Company has formulated a Policy on related party transactions. This policy approvedby the Board is uploaded on the Company's website on the below link:http://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 theyear under review which requires reporting in Form AOC 2 in terms of Companies Act 2013read with Companies (Accounts) Rules 2014. However the requisite disclosures in thisregard is given in this report as Annexure-B.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year on 31stMarch 2020 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 ofthe Companies (Accounts) Rules 2014 (as amended) information on conservation of energytechnology absorption foreign exchange earnings and outgo of the Company during the yearunder review are mentioned below.

A. CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. Adequate measures have beentaken to conserve and optimize the use of energy through improved operationsmethods.

The provisions relating to disclosure of details regarding energy consumption bothtotal and per uniTof production are not applicable as the Company is engaged in theservice sector and provides IT and IT related services.

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 overallperformance. The Company has a dedicated team of technically competent personnelwho relentlessly work on technology up gradation and development related fields.

R esearch and Development continues to be given very high priority in SoftwareTechnology in the area of telecommunica- tions and hardware technology in the area ofembedded systems.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

During the year the details of Foreign Exchange transactions were: Earnings – Rs2403.26 Lakhs (PY Rs. 2420.48 Lakhs) Outgo – Rs 63.75 Lakhs (PY Rs. 105.01 Lakhs)

RISK MANAGEMENT

A detailed reporTon Risk Management is included in Management Discussion and Analysiswhich forms parTof this Report.

CORPORATE SOCIAL RESPONSIBILITY

It is not mandatory for your company to constitute a CSR Committee as it does not fallunder the criteria mentioned in Section 135 of Companies Act 2013.

FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligation& Disclosure Requirements) Regulations 2015 evaluation of performance is carried outby the Company. Evaluating Board's effectiveness by assessing performance of the Board asa whole performance of individual director and committees of the Board namely AuditCommittee Nomination and Remuneration Committee Stakeholders Relationship Committee.

CHANGE IN THE NATURE OF BUSINESS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board has made certain modification in the Board Composition during the year underreview. The following changes have occurred in the Board of Directors as well as KeyManagerial Personnel.

Pursuant to the provision of Section 152(6) of the Companies Act 2013 and the Articlesof Association of the Company Mrs Shashi Soni retired by rotation and was re-appointed at24th AGM held on September 25th 2019.

A. DIRECTORS

Appointment:

Mr . Ramanujam Krishnamurthy Mr. Perur Phaneendra and Mr. Vijay Gupta the IndependentDirector's of the Company was reappointment for the second term of 5 (five) consecutiveyears at 24th AGM held on September 25th 2019. Their appointmentwas effective from September 30th 2019 up to September 30th2024.

B. KEY MANAGERIAL PERSONNEL

i) Appointment:

Mr. Sanjay Soni the Managing Director of the Company was reappointed for a term of 3years at 24th AGM held on Sep tember 25th 2019. His appointment waseffective from 1st April 2019 to 31st March 2022.

Mrs. Shashi Soni the Chairperson and Whole time Director of the Company was reappointedfor a term of 3 years at 24th AGM held on September 25th2019. Her appointment was effective from 1sToctober 2019 to 30thSeptember 2022.

The Nomination and Remuneration Committee recommended to the Board for appointmenTofMr. Danish Reza (ACS-36214) a qualified Company Secretary and the board hasappointed him at its meeting held on 13th February 2020 as the CompanySecretary & Compliance Officer and KMP of the Company w.e.f February 17th2020.

DetailspertainingtotheirremunerationhavebeenprovidedintheExtractofAnnualReturnannexedheretoandformingpartof this Report as Annexure-A.

DEPOSITS

The Company has not accepted Deposits under ‘Chapter V-Acceptance of Deposits byCompanies' under Companies Act 2013 during the financial year ended March 31st2020.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURESON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the non-executive Directors vis--visthe Company containing requisite information for such payments and disclosures on theremuneration of the Directors along with their shareholding are disclosed in CorporateGovernance Report and Form- MGT 9 which forms parTof this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has duly complied with the applicableprovisions 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 TRIBUNALSIMPACTING THE GOING CONCERN STATUS

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

INTERNAL FINANCIAL CONTROL

Details in respecTof adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis which forms parTofthis 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 ofFinancial Statements of the aforesaid Subsidiaries (including highlights of theirperformance and contribution to the overall performance of the Company) has been providedin Form AOC-1 annexed as Annexure-C which forms parTof this Annual Report.

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

The Audited Consolidated Financial Statements (CFS) of your Company for the financialyear ended March 31st 2020 prepared in compliance with the provisions of IndAS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by theMinistry of Corporate Affairs (MCA) GovernmenTof India also form parTof this AnnualReport.

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

Particulars of employees pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed with thisreport as Annexure-D.

The statement showing the names of the top ten employees in terms of remuneration drawnfor the year ended March 31st 2020 pursuant to Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as annexed with thisreport as Annexure-E.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

AUDIT AND AUDITORS

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theprovision of Companies (Audit and Auditors) Rules 2014 Mr. Guru Prakash V CharteredAccountant (Membership Number 228938) was appointed as the Statutory Auditors of theCompany for a consecutive period of 5 (five) years from conclusion of the 22ndAGM held in the year 2017 until conclusion of the 27th AGM of the Companyscheduled to be held in the year 2022.

The reports given by the Auditors on the Standalone and Consolidated FinancialStatements of the Company for the financial year ended March 31st 2020 formparTof this Annual Report and there is no qualification reservation adverse remark ordisclaimer given by the Auditors in their Reports. The Auditors of the Company have notreported any fraud in terms of the second proviso to Section 143(12) of the Act.

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 February 13th 2020 appointed Mr. Syed Shahabuddin(ICSI Membership No.ACS 4121 and C.P. No. 11932) Company Secretaries having office at85/2 Muniswamappa Road 01st Cross Road J C Nagar Bengalore-560006 as theSecretarial Auditor of the Company to conduct the Secretarial Audit for financial yearended March 31st 2020.

The reporTof the Secretarial Audit as received from Mr. Syed Shahabuddin in theprescribed Form MR-3 is annexed herewith to the Board Report and marked as Annexure-F.The Secretarial Compliance Report as received from Mr. Syed Shahabuddin as per therequiremenTof SEBI (LODR) 2015 is annexed herewith to the Board Report and marked as Annexure-G.The Secretarial Audit Report and Compliance Report does not contain any qualificationreservation adverse remark or disclaimer.

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 Act2013 for the F.Y. 2019-20 and he has completed the internal audit as per scope given bythe Audit Committee for the financial year 2019-20.

CORPORATE GOVERNANCE

The Company continues to benchmark itself with the best-of-the-class practices as faras corporate governance standards are concerned. The Company has complied with therequirements provided in Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The compliance reporTon the variousrequirements under the said clause along with the Statutory Auditors' certificationthereof is provided in the corporate governance section of this report at Annexure-H.

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31st2020 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 andFinancial Statements which form parTof this Annual Report.

EMPLOYEES STOCK OPTION PLAN

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

1. Employee Stock Option Plan 2016

With regards to Employee Stock Option Plan 2016 we have obtained only the approvalfrom the shareholders of the company by passing the special resolution on the AGM held on10th September 2016 and further course of action and approval from the variousregulatory will be obtained with due course of time with the direction/approval from theBoard of director/committee. Hence further disclosure with regards Section 62read with Rule 12 of the Companies (Share Capital and Debenture) Rules 2014 & otherdisclosure with regard to clause 14 of SEBI (Share Based Employee Benefits) Regulation2014 does not arise as on this report date.

2. Employee Stock Option Plan 2013

Disclosures for the financial year ended 31st March 2019 regarding Employee StockOption Plan 2013 in terms of Companies (Share Capital and Debenture) Rules 2014are as below:

Particulars

Employee Stock Option Plan 2013

(F.Y 2019-20)

(F.Y 2018-19)

(F.Y 2017 -18)

(F.Y 2016 -17)

Option granted

NIL

NIL

686000

NIL

Option vested

NIL

320600

86100

86100

Option exercised

NIL

245500

59400

63600

The total no. of shares arising as a resulTof exercise of option

NIL

245500

59400

63600

Options lapsed/cancelled during the year

NIL

75100

26700

22500

The exercise price

Rs. 10 /-

Rs. 10 /-

Rs. 10 /-

Rs. 10 /-

Variation of terms of options

No variation in the terms of options during the year under review.

No variation in the terms of options during the year under review.

No variation in the terms of options during the year under review.

No variation in the terms of options during the year under review.

Money realized by exercise of op- tions

NIL

Rs.2455000

Rs.594000

Rs.636000

Total no. of options in force

NIL

480200

800800

200900

Employee wise details of options granted to :
No options were granted to KMPs during the year under review.

No options were granted to KMPs during the year under review.

4000 options were granted to Com- pany Secretary & No other options

No options were granted to KMPs during the year under review.
Key Managerial Personnel( KMP)

were granted to any other KMPs during the year under review.

Any other employee who receives a granTof options in any one year of option amounting to five percenTor more of options granted during that year NIL

NIL

NIL

NIL
Identified employees who were granted option during any one year equal to or exceeding one percenTof the issued capital (excluding out- standing warrants and conversions) of the company at the time of grant. NIL

NIL

NIL

NIL

Disclosure on ESOPs details of options granted shares allotted on exercise etc. asrequired 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

DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company is committed to provide a safe and secure environment to its womenemployees across its functions and other women stakeholders as they are considered asintegral and important parTof the organization.

The Company has in place an Anti-Sexual Harassment Policy inter-alia in line with therequirements of the Sexual HarassmenTof Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013 and has also complied with the provision relating to theconstitution of Internal Complaints Committee (ICC) to redress complaints. The followingis the summary of complaints received and disposed off during the year under review:

Number of complaints received and disposed off - Nil

ACKNOWLEDGEMENTS

The Board places on record its appreciation of the contribution of Associates at alllevels customers Business and technology partners vendors investors GovernmentAuthorities and all other stakeholders towards the performance of the Company during theyear under review.

By order of the Board
for IZMO Limited
Sd/- Sd/-
Sanjay Soni Shashi Soni
Managing Director Chairperson and Wholetime Director
DIN: 00609097 DIN: 00609217
Address: Flat No. 9 Prestige Casablanca Address: Flat No. 9 Prestige Casablanca
Apartments 12/1 Apartments 12/1 Airport Road
Airport Road Bangalore-560017 Bangalore-560017

Place: Bangalore Date: 19th August 2020

FORM NO. MGT 9 EXTRACTOF ANNUAL RETURN

as on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration ) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

i CIN L72200KA1995PLC018734
ii Registration Date 08.09.1995
iii Name of the Company IZMO Limited
iv Category/Sub-category of the Company Company Limited by Shares
#177/2C Bilekahalli Industrial Area
v Address of the Registered office & contact details Bannerghatta Road Bangalore Karnataka. 560 076
Tel: 080 67125400 Fax:080 67125408
vi Whether listed company Yes Listed in BSE & NSE
Cameo Corporate Services Limited
"Subramanian Building" V Floor
1 Club House Road Chennai – 600 002
vii Name Address & contact details of the Registrar & Trans- fer Agent if any. Tel: 044-28460390-94
Fax: 044-28460129
Email: cameogm@satyam.net.in
Contact person: Mr. Narashiman

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

SL No Name & Description of main products/services "NIC Code of the Product /service" "% to total turnover of the company"
1 Software Development for Automotive Industry 620 94%
2 Enterprise Connectivity Solution & Others 620 6%

III P ARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN "HOLDING/ SUBSIDIARY/ ASSOCIATE" "% OF SHARES HELD" "APPLICABLE SECTION"
1 Izmo Europe BVBABelgium 0899.075.776 Subsidiary 100% 2 (87)(ii)
2 Midrange Software Pte Ltd Singapore 199206197N Subsidiary 100% 2 (87)(ii)
3 Izmo Inc. 140442315 Subsidiary 100% 2 (87)(ii)
4 Izmo France SARL(Step down subsidiary of Groupe Izmo) 80980883500015 Subsidiary 100% 2 (87)(ii)
5 Frog Data (Subsidiary of Izmo Inc Group USA) NA Subsidiary 100% 2 (87)(ii)
6 Groupe izmo(Subsidiary of Izmo Inc Group USA) NA Subsidiary 100% 2 (87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding
Name of the Company IZMO LIMITED
Face Value 10 /-
P aidup Shares as on 01 -Apr-2019 12897673
P aidup Shares as on 31-Mar-2020 13067173
For the Period From 01-Apr-2019 To : 31-Mar-2020
Cate- gory code Category of Shareholder

No. of shares held at the beginning of the year

No. of shares held at the end of the year

"% Change during the year"
Demat Physical Total "% of Total Shares" Demat Physical Total "% of Total Shares"
A. "SHAREHOLDING OF PROMOTER AND PROMOTER GROUP"
1. INDIAN "INDIVIDUALS/HINDU
a. UNDIVIDED FAMILY" 3825624 0 3825624 29.6613 3832624 0 3832624 29.3301 -0.3311
b. "CENTRAL GOVERNMENT/ STATE GOVERNMENT(S)" 0 0 0 0.0000 0 0 0 0.0000 0.0000
c. BODIES CORPORATE 0 0 0 0.0000 0 0 0 0.0000 0.0000
d. "FINANCIAL INSTITUTIONS/ BANKS" 0 0 0 0.0000 0 0 0 0.0000 0.0000
e. ANY OTHER
SUB - TOTAL (A)(1) 3825624 0 3825624 29.6613 3832624 0 3832624 29.3301 -0.3311
2. FOREIGN
"INDIVIDUALS (NON-
a. RESIDENT INDIVIDUALS/ 0 0 0 0.0000 0 0 0 0.0000 0.0000
FOREIGN INDIVIDUALS)"
b. BODIES CORPORATE 0 0 0 0.0000 0 0 0 0.0000 0.0000
c. INSTITUTIONS 0 0 0 0.0000 0 0 0 0.0000 0.0000
d. QUALIFIED FOREIGN INVESTOR 0 0 0 0.0000 0 0 0 0.0000 0.0000
e. ANY OTHER
SUB - TOTAL (A)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000
"TOTAL SHARE HOLDING OF
PROMOTER AND PROMOTER 3825624 0 3825624 29.6613 3832624 0 3832624 29.3301 -0.3311
GROUP (A) = (A)(1)+(A)(2)"
B. PUBLIC SHAREHOLDING
1. INSTITUTIONS
a. MUTUAL FUNDS/UTI 0 0 0 0.0000 0 0 0 0.0000 0.0000
b. "FINANCIAL INSTITUTIONS/ BANKS" 21500 0 21500 0.1666 524 0 524 0.0040 -0.1626
c. "CENTRAL GOVERNMENT/ STATE GOVERNMENT(S)" 0 0 0 0.0000 0 0 0 0.0000 0.0000
e. INSURANCE COMPANIES 0 0 0 0.0000 0 0 0 0.0000 0.0000
f. "FOREIGN INSTITUTIONAL INVESTORS" 0 0 0 0.0000 0 0 0 0.0000 0.0000
g. "FOREIGN VENTURE CAPITAL INVESTORS" 0 0 0 0.0000 0 0 0 0.0000 0.0000
h. QUALIFIED FOREIGN INVESTOR 0 0 0 0.0000 0 0 0 0.0000 0.0000
i. ANY OTHER
SUB - TOTAL (B)(1) 21500 0 21500 0.1666 524 0 524 0.0040 -0.1626
2. NON-INSTITUTIONS
a. BODIES CORPORATE 1222590 0 1222590 9.4791 973367 0 973367 7.4489 -2.0302
b. INDIVIDUALS -
"I INDIVIDUAL
SHAREHOLDERS
HOLDING NOMINAL SHARE 3808580 92073 3900653 30.2430 3821834 53665 3875499 29.6582 -0.5847
CAPITAL
UPTO RS. 1 LAKH"
"II INDIVIDUAL
SHAREHOLDERS
HOLDING NOMINAL SHARE 2609352 151425 2760777 21.4052 3043757 151425 3195182 24.4519 3.0467
CAPITAL
IN EXCESS OF RS. 1 LAKH"
c. QUALIFIED FOREIGN INVESTOR 0 0 0 0.0000 0 0 0 0.0000 0.0000
d. ANY OTHER
CLEARING MEMBERS 15094 0 15094 0.1170 25457 0 25457 0.1948 0.0777
DIRECTORS AND THEIR RELATIVES 232524 0 232524 1.8028 232524 0 232524 1.7794 -0.0233
ESOP / ESOS / ESPS 76077 0 76077 0.5898 106841 0 106841 0.8176 0.2277
HINDU UNDIVIDED FAMILIES 356622 0 356622 2.7650 397073 0 397073 3.0387 0.2736
IEPF 0 0 0 0.0000 64660 0 64660 0.4948 0.4948
NON RESIDENT INDIANS 485712 0 485712 3.7658 363422 0 363422 2.7811 -0.9847
TRUSTS 500 0 500 0.0038 0 0 0 0.0000 -0.0038
1166529 0 1166529 9.0444 1189977 0 1189977 9.1066 0.0621
SUB - TOTAL (B)(2) 8807051 243498 9050549 70.1719 9028935 205090 9234025 70.6658 0.4938
"TOTAL PUBLIC
SHAREHOLDING 8828551 243498 9072049 70.3386 9029459 205090 9234549 70.6698 0.3311
(B) = (B)(1)+(B)(2)" TOTAL (A)+(B) 12654175 243498 12897673 100.0000 12862083 205090 13067173 100.0000 0.0000
C. "SHARES HELD BY CUSTODIANS AND AGAINST WHICH DEPOSITORY RECEIPTS HAVE BEEN ISSUED "
Promoter and Promoter Group 0 0 0 0.0000 0 0 0 0.0000 0.0000
Public 0 0 0 0.0000 0 0 0 0.0000 0.0000
TOTAL CUSTODIAN (C) 0 0 0 0.0000 0 0 0 0.0000 0.0000
GRAND TOTAL (A)+(B)+(C) 12654175 243498 12897673 100.0000 12862083 205090 13067173 100.0000 0.0000

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(Contd.) ii) Shareholding of promoters Name of the Company : IZMO LIMITED

Shareholding at the beginning of the year

Shareholding at the end of the year

Sl No Shareholder's Name No of shares "'% of total shares of the company" "'% of shares pledged / encumbered to total shares" No of shares "'% of total shares of the company" "'% of shares pledged / encumbered to total shares" "'% change in shareholding during the year"
1 SANJAY SONI 2764613 21.43 0.0000 2771613 21.21 0.0000 0.22
2 SHASHI SONI 687787 5.33 0.0000 687787 5.26 0.0000 0.07
3 KIRAN SONI 373224 2.89 0.0000 373224 2.86 0.0000 0.04

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(Contd.)

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Name of the Company : IZMO LIMITED

"Shareholding at the beginning of the year"

"Cumulative Shareholding during the year"

Sl No Name of the Share holder No of shares "'% of total shares of the company" No of shares "'% of total shares of the company"
1 SANJAY SONI
At the beginning of the year 01-Apr-2019 2764613 21.43 2764613 21.43
Purchase 05-Apr-2019 3000 0.023 2767613 21.18
Purchase 06-Dec-2019 4000 0.03 2771613 21.21
At the end of the Year 31-Mar-2020 2771613 21.21
2 SHASHI SONI
At the beginning of the year 01-Apr-2019 687787 5.33 687787 5.33
At the end of the Year 31-Mar-2020 687787 5.26
3 KIRAN SONI
At the beginning of the year 01-Apr-2019 373224 2.89 373224 2.89
At the end of the Year 31-Mar-2020 373224 2.86

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(Contd.)

(iv) Shareholding Pattern of top ten shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Name of the Company : IZMO LIMITED

"Shareholding at the beginning of the year "'

"Cumulative Shareholding during the year "'

Sl No Name of the Share holder No of shares % of total shares of the company" No of shares % of total shares of the company"
1 KANCHANA RAO
At the beginning of the year 30-Mar-2019 472403 3.6626 472403 3.6626
At the end of the Year 31-Mar-2020 472403 3.6151 472403 3.6151
2 URJITA J MASTER
At the beginning of the year 30-Mar-2019 372500 2.8881 372500 2.8881
Purchase 10-May-2019 2500 0.0191 375000 2.8697
Purchase 13-Sep-2019 11000 0.0841 386000 2.9539
Purchase 04-Oct-2019 1000 0.0076 387000 2.9616
Purchase 11-Oct-2019 1000 0.0076 388000 2.9692
Purchase 20-Dec-2019 1000 0.0076 389000 2.9769
Purchase 03-Jan-2020 1000 0.0076 390000 2.9845
Purchase 17-Jan-2020 1000 0.0076 391000 2.9922
Purchase 24-Jan-2020 1000 0.0076 392000 2.9998
Purchase 13-Mar-2020 1000 0.0076 393000 3.0075
At the end of the Year 31-Mar-2020 393000 3.0075 393000 3.0075
3 "EDELWEISS ASSET RECONSTRUCTION
COMPANY LIMITED"
At the beginning of the year 30-Mar-2019 300000 2.3260 300000 2.3260
At the end of the Year 31-Mar-2020 300000 2.2958 300000 2.2958
4 RAJESH KUMAR M S
At the beginning of the year 30-Mar-2019 190000 1.4731 190000 1.4731
Purchase 24-May-2019 5000 0.0382 195000 1.4922
At the end of the Year 31-Mar-2020 195000 1.4922 195000 1.4922
5 DEEP HERITAGE PRIVATE LIMITED
At the beginning of the year 30-Mar-2019 187881 1.4567 187881 1.4567
Purchase 03-May-2019 7119 0.0544 195000 1.4922
At the end of the Year 31-Mar-2020 195000 1.4922 195000 1.4922
6 "AJAY BHARDWAJ
JT1 : ARTI BHARDWAJ"
At the beginning of the year 30-Mar-2019 175000 1.3568 175000 1.3568
Sale 13-Dec-2019 -2000 0.0153 173000 1.3239
At the end of the Year 31-Mar-2020 173000 1.3239 173000 1.3239
7 KAVITA SONI
At the beginning of the year 30-Mar-2019 151425 1.1740 151425 1.1740
At the end of the Year 31-Mar-2020 151425 1.1588 151425 1.1588
8 SAMARTH KHULLAR
At the beginning of the year 30-Mar-2019 133000 1.0311 133000 1.0311
Purchase 24-May-2019 4000 0.0306 137000 1.0484
Purchase 12-Jul-2019 15010 0.1148 152010 1.1632
Purchase 26-Jul-2019 9990 0.0764 162000 1.2397
Purchase 23-Aug-2019 5750 0.0440 167750 1.2837
Purchase 30-Aug-2019 1250 0.0095 169000 1.2933
Sale 18-Sep-2019 -965 0.0073 168035 1.2859
Purchase 11-Oct-2019 285 0.0021 168320 1.2881
Purchase 18-Oct-2019 680 0.0052 169000 1.2933
At the end of the Year 31-Mar-2020 169000 1.2933 169000 1.2933
9 DEEP FINANCIAL CONSULTANTS PVT LTD
At the beginning of the year 30-Mar-2019 112812 0.8746 112812 0.8746
Purchase 05-Apr-2019 188 0.0014 113000 0.8647
Purchase 12-Apr-2019 1000 0.0076 114000 0.8724
Purchase 10-May-2019 2500 0.0191 116500 0.8915
Purchase 17-May-2019 1000 0.0076 117500 0.8991
Purchase 24-May-2019 1719 0.0131 119219 0.9123
Purchase 31-May-2019 3781 0.0289 123000 0.9412
Sale 05-Jul-2019 -500 0.0038 122500 0.9374
Purchase 26-Jul-2019 1000 0.0076 123500 0.9451
Purchase 16-Aug-2019 1500 0.0114 125000 0.9565
Purchase 23-Aug-2019 147 0.0011 125147 0.9577
Purchase 18-Sep-2019 853 0.0065 126000 0.9642
Purchase 20-Sep-2019 267 0.0020 126267 0.9662
Purchase 27-Sep-2019 1733 0.0132 128000 0.9795
Purchase 30-Sep-2019 1000 0.0076 129000 0.9872
Purchase 22-Nov-2019 1000 0.0076 130000 0.9948
Purchase 06-Dec-2019 1000 0.0076 131000 1.0025
Sale 17-Jan-2020 -248 0.0018 130752 1.0006
Sale 24-Jan-2020 -752 0.0057 130000 0.9948
At the end of the Year 31-Mar-2020 130000 0.9948 130000 0.9948
10 "MOTILAL OSWAL FINANCIAL SERVICES LTD - COLLATERAL ACCOUNT"
At the beginning of the year 30-Mar-2019 98763 0.7657 98763 0.7657
Sale 05-Apr-2019 -98763 0.7558 0 0.0000
Purchase 26-Apr-2019 200 0.0015 200 0.0015
Purchase 03-May-2019 98698 0.7553 98898 0.7568
Sale 10-May-2019 -12386 0.0947 86512 0.6620
Sale 24-May-2019 -287 0.0021 86225 0.6598
Sale 31-May-2019 -18000 0.1377 68225 0.5221
Sale 07-Jun-2019 -296 0.0022 67929 0.5198
Sale 28-Jun-2019 -485 0.0037 67444 0.5161
Sale 05-Jul-2019 -135 0.0010 67309 0.5150
Sale 12-Jul-2019 -7150 0.0547 60159 0.4603
Sale 02-Aug-2019 -100 0.0007 60059 0.4596
Sale 16-Aug-2019 -761 0.0058 59298 0.4537
Sale 27-Sep-2019 -6 0.0000 59292 0.4537
Sale 30-Sep-2019 -59292 0.4537 0 0.0000
At the end of the Year 31-Mar-2020 0 0.0000 0 0.0000
HAVING SAME PAN
10 "MOTILAL OSWAL FINANCIAL SERVICES LTD-CLIENT ACCOUNT"
At the beginning of the year 30-Mar-2019 5000 0.0387 5000 0.0387
Sale 17-May-2019 -5000 0.0382 0 0.0000
At the end of the Year 31-Mar-2020 0 0.0000 0 0.0000
HAVING SAME PAN
10 "MOTILAL OSWAL FINANCIAL SERVICES LTD-CLIENT ACCOUNT"
At the beginning of the year 30-Mar-2019 4430 0.0343 4430 0.0343
Sale 05-Apr-2019 -108 0.0008 4322 0.0330
Sale 10-May-2019 -2251 0.0172 2071 0.0158
Sale 17-May-2019 -1065 0.0081 1006 0.0076
Sale 21-Jun-2019 -145 0.0011 861 0.0065
Sale 30-Sep-2019 -861 0.0065 0 0.0000
At the end of the Year 31-Mar-2020 0 0.0000 0 0.0000
HAVING SAME PAN
10 "MOTILAL OSWAL FINANCIAL SERVICES LTD-COLLATERAL ACCOUNT"
At the beginning of the year 30-Mar-2019 3463 0.0268 3463 0.0268
Sale 19-Apr-2019 -100 0.0007 3363 0.0257
Sale 17-May-2019 -1065 0.0081 2298 0.0175
Purchase 24-May-2019 330 0.0025 2628 0.0201
Purchase 31-May-2019 1128 0.0086 3756 0.0287
Purchase 07-Jun-2019 4 0.0000 3760 0.0287
Sale 14-Jun-2019 -3760 0.0287 0 0.0000
At the end of the Year 31-Mar-2020 0 0.0000 0 0.0000
HAVING SAME PAN
10 "MOTILAL OSWAL FINANCIAL SERVICES LTD - Client Account"
At the beginning of the year 30-Mar-2019 204 0.0015 204 0.0015
Sale 05-Apr-2019 -34 0.0002 170 0.0013
Purchase 12-Apr-2019 1900 0.0145 2070 0.0158
Sale 19-Apr-2019 -852 0.0065 1218 0.0093
Sale 26-Apr-2019 -1048 0.0080 170 0.0013
Purchase 10-May-2019 1220 0.0093 1390 0.0106
Sale 24-May-2019 -1380 0.0105 10 0.0000
Purchase 14-Jun-2019 61 0.0004 71 0.0005
Sale 21-Jun-2019 -61 0.0004 10 0.0000
Sale 30-Sep-2019 -10 0.0000 0 0.0000
At the end of the Year 31-Mar-2020 0 0.0000 0 0.0000
HAVING SAME PAN
10 "MOTILAL OSWAL FINANCIAL SERVICES
LTD - Pool Account"
At the beginning of the year 30-Mar-2019 9 0.0000 9 0.0000
Sale 05-Apr-2019 -9 0.0000 0 0.0000
Purchase 19-Apr-2019 252 0.0019 252 0.0019
Sale 26-Apr-2019 -252 0.0019 0 0.0000
Purchase 24-May-2019 100 0.0007 100 0.0007
Sale 31-May-2019 -100 0.0007 0 0.0000
At the end of the Year 31-Mar-2020 0 0.0000 0 0.0000
HAVING SAME PAN
10 "MOTILAL OSWAL FINANCIAL SERVICES
LTD-CLIENT"
At the beginning of the year 30-Mar-2019 0 0.0000 0 0.0000
Purchase 30-Sep-2019 59292 0.4537 59292 0.4537
Sale 11-Oct-2019 -1365 0.0104 57927 0.4433
Sale 25-Oct-2019 -1180 0.0090 56747 0.4342
Sale 01-Nov-2019 -77 0.0005 56670 0.4336
Sale 20-Dec-2019 -10 0.0000 56660 0.4336
Sale 27-Dec-2019 -90 0.0006 56570 0.4329
Sale 17-Jan-2020 -109 0.0008 56461 0.4320
Sale 24-Jan-2020 -87 0.0006 56374 0.4314
Sale 28-Feb-2020 -242 0.0018 56132 0.4295
Sale 20-Mar-2020 -8974 0.0686 47158 0.3608
Sale 27-Mar-2020 -14213 0.1087 32945 0.2521
Sale 31-Mar-2020 -25895 0.1981 7050 0.0539
At the end of the Year 31-Mar-2020 7050 0.0539 7050 0.0539
HAVING SAME PAN
10 MOTILAL OSWAL FINANCIAL
At the beginning of the year 30-Mar-2019 0 0.0000 0 0.0000
Purchase 25-Oct-2019 500 0.0038 500 0.0038
Sale 01-Nov-2019 -400 0.0030 100 0.0007
Sale 08-Nov-2019 -100 0.0007 0 0.0000
Purchase 29-Nov-2019 2 0.0000 2 0.0000
Purchase 06-Dec-2019 100 0.0007 102 0.0007
Sale 13-Dec-2019 -102 0.0007 0 0.0000
Purchase 31-Dec-2019 17 0.0001 17 0.0001
Purchase 10-Jan-2020 1752 0.0134 1769 0.0135
Sale 17-Jan-2020 -1769 0.0135 0 0.0000
Purchase 14-Feb-2020 50 0.0003 50 0.0003
Purchase 21-Feb-2020 1950 0.0149 2000 0.0153
Sale 28-Feb-2020 -2000 0.0153 0 0.0000
Purchase 06-Mar-2020 889 0.0068 889 0.0068
Sale 13-Mar-2020 -889 0.0068 0 0.0000
Purchase 20-Mar-2020 187 0.0014 187 0.0014
Purchase 31-Mar-2020 2000 0.0153 2187 0.0167
At the end of the Year 31-Mar-2020 2187 0.0167 2187 0.0167
HAVING SAME PAN
10 "MOTILAL OSWAL FINANCIAL SERVICES LIMITED
- POOL ACCOUNT"
At the beginning of the year 30-Mar-2019 0 0.0000 0 0.0000
Purchase 19-Jul-2019 900 0.0068 900 0.0068
Sale 26-Jul-2019 -900 0.0068 0 0.0000
Purchase 16-Aug-2019 52 0.0003 52 0.0003
Purchase 23-Aug-2019 948 0.0072 1000 0.0076
Sale 30-Aug-2019 -1000 0.0076 0 0.0000
Purchase 06-Sep-2019 1250 0.0095 1250 0.0095
Sale 13-Sep-2019 -1248 0.0095 2 0.0000
Purchase 18-Sep-2019 298 0.0022 300 0.0022
Sale 20-Sep-2019 -300 0.0022 0 0.0000
Purchase 27-Sep-2019 164 0.0012 164 0.0012
Sale 30-Sep-2019 -32 0.0002 132 0.0010
Sale 04-Oct-2019 -132 0.0010 0 0.0000
Purchase 11-Oct-2019 74 0.0005 74 0.0005
Purchase 18-Oct-2019 501 0.0038 575 0.0044
Sale 25-Oct-2019 -575 0.0044 0 0.0000
Purchase 29-Nov-2019 360 0.0027 360 0.0027
Sale 06-Dec-2019 -360 0.0027 0 0.0000
Purchase 13-Dec-2019 200 0.0015 200 0.0015
Sale 20-Dec-2019 -200 0.0015 0 0.0000
Purchase 27-Dec-2019 50 0.0003 50 0.0003
Purchase 31-Dec-2019 50 0.0003 100 0.0007
Purchase 03-Jan-2020 473 0.0036 573 0.0043
Sale 10-Jan-2020 -573 0.0043 0 0.0000
Purchase 24-Jan-2020 540 0.0041 540 0.0041
Sale 31-Jan-2020 -539 0.0041 1 0.0000
Purchase 07-Feb-2020 99 0.0007 100 0.0007
Sale 14-Feb-2020 -100 0.0007 0 0.0000
Purchase 21-Feb-2020 5724 0.0438 5724 0.0438
Sale 28-Feb-2020 -5724 0.0438 0 0.0000
Purchase 06-Mar-2020 500 0.0038 500 0.0038
Sale 13-Mar-2020 -451 0.0034 49 0.0003
Sale 20-Mar-2020 -49 0.0003 0 0.0000
Purchase 31-Mar-2020 1366 0.0104 1366 0.0104
At the end of the Year 31-Mar-2020 1366 0.0104 1366 0.0104
NEW TOP 10 AS ON (31-Mar-2020)
11 RAVINDRA RAMGOPAL BHATIA
At the beginning of the year 30-Mar-2019 60000 0.4652 60000 0.4652
Purchase 05-Apr-2019 8000 0.0612 68000 0.5203
Purchase 26-Jul-2019 9000 0.0688 77000 0.5892
Purchase 30-Aug-2019 30 0.0002 77030 0.5894
Purchase 03-Jan-2020 1970 0.0150 79000 0.6045
Purchase 10-Jan-2020 1000 0.0076 80000 0.6122
Purchase 31-Jan-2020 4029 0.0308 84029 0.6430
Purchase 07-Feb-2020 4460 0.0341 88489 0.6771
Purchase 14-Feb-2020 3011 0.0230 91500 0.7002
Purchase 21-Feb-2020 3500 0.0267 95000 0.7270
Purchase 28-Feb-2020 2000 0.0153 97000 0.7423
Purchase 06-Mar-2020 1000 0.0076 98000 0.7499
Purchase 13-Mar-2020 2000 0.0153 100000 0.7652
Purchase 20-Mar-2020 7000 0.0535 107000 0.8188
Purchase 27-Mar-2020 1000 0.0076 108000 0.8264
At the end of the Year 31-Mar-2020 108000 0.8264 108000 0.8264
HAVING SAME PAN
11 RAVINDRA RAMGOPAL BHATIA
At the beginning of the year 30-Mar-2019 30 0.0002 30 0.0002
Sale 30-Aug-2019 -30 0.0002 0 0.0000
At the end of the Year 31-Mar-2020 0 0.0000 0 0.0000

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(Contd.)

(v) Shareholding of Directors and Key Managerial Personnel:

Name of the Company : IZMO LIMITED

"Shareholding at the beginning of the year"

"Cumulative Shareholding during the year"

Sl No Name of the Share holder No of shares "'% of total shares of the company" No of shares "'% of total shares of the company"
1 SANJAY SONI
At the beginning of the year 01-Apr-2019 2764613 21.43 2764613 21.43
Purchase 05-Apr-2019 3000 0.023 2767613 21.18
Purchase 06-Dec-2019 4000 0.03 2771613 21.21
At the end of the Year 31-Mar-2020 2771613 21.21
2 SHASHI SONI
At the beginning of the year 01-Apr-2019 687787 5.33 687787 5.33
At the end of the Year 31-Mar-2020 687787 5.26
3 KIRAN SONI
At the beginning of the year 01-Apr-2019 373224 2.89 373224 2.89
At the end of the Year 31-Mar-2020 373224 2.86
4 RAMANUJAM KRISHNAMURTHY
At the beginning of the year 01-Apr-2019 NIL NIL NIL NIL
Purchase/Sale NIL NIL NIL NIL
At the end of the Year 31-Mar-2020 NIL NIL
5 VIJAY GUPTA
At the beginning of the year 01-Apr-2019 232524 1.80 232524 1.78
Purchase/Sale NIL NIL NIL NIL
At the end of the Year 31-Mar-2020 232524 1.78
6 PERUR PHANEENDRA
At the beginning of the year 01-Apr-2019 NIL NIL NIL NIL
Purchase/Sale NIL NIL NIL NIL
At the end of the Year 31-Mar-2020 NIL NIL
7 DANISH REZA
At the beginning of the year 01-Apr-2019 NIL NIL NIL NIL
Purchase/Sale NIL NIL NIL NIL
At the end of the Year 31-Mar-2020 NIL NIL

V INDEBTEDNESS

Indebtedness of the Company including interesToutstanding/accrued but not due forpayment

"Secured Loans excluding deposits" "Unsecured Loans" Deposits "Total Indebtedness"
Indebtness at the beginning of the financial year - - 114012217 114012217
Change in Indebtedness during the financial year - -
Additions - - 4100000 4100000
Reduction - - 23924633 23924633
Net Change - - (19824633) (19824633)
Indebtedness at the end of the financial year - - 94187584 94187584

Note: For details refer Note No. 16 to the Standalone financial statement.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR WHOLE TIME DIRECTOR AND/OR MANAGER:

Sl. No Particulars of Remuneration

Name of the MD/WTD/Manager

Total Amount
1 Gross salary Sanjay Soni Shashi Soni
Salary including perquisites and other benefits as per provisions of Section 17 of Income tax Act 1961 "Rs.600000/- Per Month" " Rs.125000/- Per Month" "Rs.725000/- Per Month "
2 Stock option NIL NIL NIL
3 Sweat Equity NIL NIL NIL
4 Commission NIL NIL NIL
as % of profit NIL NIL NIL
others (specify) NIL NIL NIL
5 Others please specify NIL NIL NIL
Total (A) "Rs.600000/- Per Month" " Rs.125000/- Per Month" "Rs.725000/- Per Month "
Ceiling as per the Act Within Limit Within Limit Within Limit

B. REMUNERATION TO OTHER DIRECTORS

Sl. No Particulars of Remuneration

Name of the Directors

Total Amount
Independent Directors Mr. Vijay Gupta "Mr. Ramanujam Krishnamurthy" "Mr. Perur Phaneendra"
(a) Fee for attending board & committee meetings Rs.400000/- Rs.400000/- Rs.400000/- Rs.1200000/-
(b) Commission NIL NIL NIL NIL
(c ) Others please specify NIL NIL NIL NIL
Total (1) Rs.400000/- Rs.400000/- Rs.400000/- Rs.1200000/-
2 Other Non Executive Directors
"(a) Fee for attending board committee meetings" NIL NIL NIL NIL
(b) Commission NIL NIL NIL NIL
(c ) Others please specify. NIL NIL NIL NIL
Total (2) NIL NIL NIL NIL
Total (B)=(1+2) Rs.400000/- Rs.400000/- Rs.400000/- Rs.1200000/-
Total Managerial Remuneration Rs.400000/- Rs.400000/- Rs.400000/- Rs.1200000/-
Overall Cieling as per the Act. Within Limit Within Limit Within Limit Within Limit

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel
1 Gross Salary CFO "Company Secretary" Total
(a) Salary including perquisites and other benefits as per provisions of Section 17 of the Income Tax Act 1961. Rs. 250000/- Per Month Rs. 46844/- Per Month Rs. 296844/- Per Month
2 Stock Option NIL NIL NIL
3 Sweat Equity NIL NIL NIL
4 Commission NIL NIL NIL
as % of profit NIL NIL NIL
others specify NIL NIL NIL
5 Others please specify NIL NIL NIL
Total Rs. 250000/- Per Month Rs. 46844/- Per Month Rs. 296844/- Per Month

Place: Bangalore Date: 19th August 2020

By order of the Board for IZMO Limited
Sd/- Sd/-
Sanjay Soni Shashi Soni
Managing Director Chairperson and Wholetime Director
DIN: 00609097 DIN: 00609217
Address: Flat No. 9 Prestige Casablanca Address: Flat No. 9 Prestige Casablanca
Apartments 12/1 Apartments 12/1 Airport Road
Airport Road Bangalore-560017 Bangalore-560017

FORM NO. AOC- 2

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis: NIL

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the valueif any

(e) Justification for entering into such contracts or arrangements or transactions (f date(s)of approval by the Board

(g) Amount paid as advances if any:

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188

2. Details of material contracts or arrangemenTor transactions at arm's length basis : No

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the valueif any:

(e) Date(s) of approval by the Board if any:

(f Amount paid as advances if any:)

Form shall be signed by the persons who have signed the Board's report.

By order of the Board
For IZMO Limited
Sd/- Sd/-
Sanjay Soni Shashi Soni
Managing Director Chairperson and Wholetime Director
DIN: 00609097 DIN: 00609217
Address: Flat No. 9 Prestige Casablanca Address: Flat No. 9 Prestige Casablanca
Apartments 12/1 Airport Road Apartments 12/1 Airport Road
Bangalore-560017 Bangalore-560017

Place: Bangalore

Date: 19th August 2020

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