ICDS Ltd Directors Report

To,

The Members,

Your Board of Directors have pleasure in presenting their 55^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY

The following table brings out the financial

Company during the F.Y. 2025-26:

Rs. in 000)

Particulars	31-Mar-2026	31-Mar-2025
Income from Operations	1,65,20	3,18,29
Other Income	1,33,02	1,14,83
Total Income	2,98,22	4,33,12
Less: Operating Expenses	2,02,48	1,75,74
Less: Interest	2,58	3,70
Profit/(loss) before Depreciation	93,16	2,53,68
Less: Depreciation	36,30	35,28
Profit/(loss) after Depreciation before	56,86	2,18,40
Less: Exceptional item	0	0
Profit/(loss) after Depreciation and
exceptional items and before Tax	56,86	2,18,40
less: Provision for Income Tax	6,92	23,53
Less Deferred Tax	10,94	(4)
Profit/(loss) after Tax	39,00	1,94,91
Less: Income Tax for earlier years	(737)	1,13,53
Profit after adjustment46,37		81,38
Opening balance of retained earnings	5,19,02	4,37,51
Profit / (loss) for the year[a] 46,37 81,38
Other comprehensive income/(loss) [b]	(721)	13
Total comprehensive income/(loss) [a+b]	39,16	81.51
Closing balance of retained earnings	5,58,18	5,19,02

COMPANIES STATE OF AFFAIRS:

During the year under review the Company has earned income of Rs.298.22 Lakhs as against Rs.433,12 Lakhs in the corresponding previous year. The Income for the year basically consists of Rental receipts, Commission from Insurance related activities, Trading Activities of shares and debentures, Dividend and Interest. The operating expense for the year is Rs.202.48 Lakhs as against Rs.175.74 Lakhs in the previous year.

The Profit/(loss) stands at Rs.46.37 Lakhs as against Profit ofRs.81.38 Lakhs in the Previous year.

The Net worth of the company (after deducting Revaluation Reserve) as at March 31, 2026 stands increased to Rs.1,811.40 Lakhs as against Rs.1,768.32 Lakhs as at March 31, 2025.

FUTURE BUSINESS PLANS:

Your Company remains committed to exploring new business opportunities and aligning its strategic initiatives with the evolving regulatory framework and market requirements.

Pursuant to the recent regulatory framework and guidelines issued by the Reserve Bank of India (RBI) governing Non-Banking Financial Companies (NBFCs), the Company is in the process of taking necessary steps to align its business model, governance framework, and operational structure with the applicable regulatory requirements. In this regard, the Company proposes to submit an application to the Reserve performanceofthe Bank of India forgrantofaCertificate Registration (CoR) to commence business as a Non-Deposit Taking Non-Banking Financial Company - Type II, subject to compliance with the applicable provisions of the Reserve Bank of India Act, 1934, and the relevant directions issued thereunder.

The Board believes thatobtainingtheCertificateof Registration will enable the Company to diversify its financial services portfolio, strengthen its long-term growth prospects, and create sustainable value for its stakeholders. The Company shall continue to ensure that all necessary regulatory, governance, and compliance requirements are fulfilled before commencing

NBFC operations.

The Company is also a registered Corporate Agent for leading insurance providers, namely:

- Life Insurance Corporation of India

- ICICI Lombard General Insurance Company Limited

- Shriram General Insurance Company Limited; and

- Bajaj General Insurance Company Limited.

The Company intends to further strengthen and expand its insurance distribution business, which continues to be an important source of commission-based revenue. To support this growth, the Company plans to recruit qualified and dynamic marketing professionals who will be engaged through an appropriate remuneration structure comprising fixed and performance-linked incentives. The initial focus will be on expanding operations across select districts with the objective of increasing insurance penetration and enhancing customer outreach.

Your Board is confident that these strategic initiatives, coupled with a strong governance framework and regulatory compliance, will enable the Company to build a diversified, sustainable, and scalable business model while delivering long-term value to its stakeholders.

LISTING OF COMPANYS SHARES IN NSE & BSE

Companys Shares have been listed in both BSE Ltd and NSE Ltd. Market price data has been covered in Corporate Governance Report forming part of the Boards Report.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves duringafterTaxfortheyearaftertakingtheabove the financial year

DIVIDEND

In view of inadequacy of profits your Directors express their inability to recommend dividend during the year under report.

SHARE CAPITAL

The paid-up Share Capital as on 31^st March, 2026 was Rs.13,02,67,000. During the year under review, the Company has neither issued any shares nor issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DEPOSITS

The Company has not accepted any deposits from the public/ shareholders during the year under review as per Section 73 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Auditors

Compliance of conditions of Governance Certificate are made a part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kalsank Umesh Kini, [DIN 07231231] Non-Executive Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment subject to approval of members at the ensuing AGM.

Mr. Shrikanth Prabhu resigned from the position of Independent

Director with effect from 1^st August 2025.

A brief profile of the Directors seeking confirmation/appointment, nature of expertise in specific functional area, name of other public companies in which he/she holds directorship and membership/chairmanship of the committees of the Board of

Directors and the particulars of the shareholding as stipulated under Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 (SS 2 on General Meetings) is appended to the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent

Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year four Board Meetings were convened and held. The details of the Board Meetings conducted during the year are given below:

Date	Board Strength	No. of Directors Present
27.05.2025	7	7
12.08.2025	6	6
12.11.2025	6	5
12.02.2026	6	6

AUDIT COMMITTEE

The Audit Committee comprises independent directors that thenamely Mr Jayaram Vittal Prabhu (Chairperson) Mr. Tonse Sachin Pai, Non-Executive Non-Independent Director and Mr. Katapady

Bhujangesha Kamath, Independent Director as other members. All the recommendations made by the Audit Committee were accepted by the Board. Details of Audit Committee meetings are enumerated in the Corporate Governance Report.

The role and terms of reference of Audit Committee cover the areas mentioned in Regulation 72 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and Section 179 of the Companies Act, 2013, besides other terms referred to by the Board of Directors from time to time. During the year, the Committee met on 27^th May, 2025, 12^th August, 2025, 12^th November, 2025 and 12^th February, 2026.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

INITIATIVES OF THE COMPANY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as per the provisions of Section 135(1) of the Companies Act, 2013 as the said provisions are not applicable to the Company for the time being.

PARTICULARS OF EMPLOYEES

During the year under review, the Company had no employees whose remuneration exceeded the limit prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto. Particulars of top ten employees of the Company in terms of remuneration drawn during the year 2025-26 presented as an annexure to the Board Report during the Board Meeting is preserved separately and in terms of Section 136 of the Act, the said annexure is open for inspection, the same will be made available to any shareholders on request made to the company in writing.

Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided as under: In line with the internal guidelines of the company, no payment is made towards commission to the Non-Executive Directors of the company and hence ratio to median remuneration is not stated. i) Percentage of increase in remuneration to Chief financial Officer: 21.11% ii) Percentage of increase in remuneration to Company

Secretary: 16.45% iii) The percentage increase in the median remuneration of employees in the financial year: 34. iv) The number of permanent employees on the rolls of Company: 5 v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financialyear and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The Managing director is not drawing any remuneration. remuneration is as per the remuneration vi) Affirmation policy of the Company: The Remuneration is as per the policy of the Company.

Under Section 197(14) of the Companies Act, 2013, it is hereby informed that none of the Directors are in receipt of commission from the Company and its Subsidiary.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

Your Company through its risk management process strives to contain impact and likelihood of the risks from time to time.

SUBSIDIARY / ASSOCIATE COMPANIES

The Company formulated a Policy for determining Material Subsidiaries. The policy is available on the Companys website and can be accessed at www.icdslimited.com. During the year under the review, Manipal Properties Limited is material subsidiary of the Company, as per listing regulations.

The Consolidated Financial Statements of the Company and its subsidiary Manipal Properties Limited, prepared in accordance with Indian Accounting Standard issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual Accounts of the subsidiary company and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the subsidiary company and will be available to investors seeking information at any time.

Salient features of financial statements of subsidiary company pursuant to Section 129(3) of the Companies Act, 2013 have been covered in the Financial Statements in Form AOC-1. 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 financial statements in respect of subsidiaries, are available on the Companys website on www.icdslimited.com.

RELATED PARTY TRANSACTION

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Companys website. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions that were entered into were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act,

2013 ("the Act"). There were nosignificantrelated materially party transactions made by the Company during the year that would have required shareholders approval under the provisions of the Act. Details of the transactions with related parties are provided in the Note No.33 of accompanying standalone financial statements. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in

From AOC-2 is not applicable to the company for the financial year 2025-26 and hence does not form part of this report.

Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Board has carried out an annual performance evaluation of its own performance and the Directors individually. The manner in which the evaluation has been carried out is detailed below: The performance evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors. The Independent Directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of

M/s Chaturvedi & Shah LLP, Chartered Accountants, Mumbai (FRN: 101720W/W100355) as the Statutory Auditors of the

Company expires at the conclusion of 56^th Annual General Meeting (AGM) of the Company.

STATUTORY AUDITORS REPORT

AUDITORS REPORT DOES NOT CONTAIN ANY QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS.

In respect of the observations made by the Auditors on the audit trail (edit log) facility, as set out in Para 3(b) and Para 3(h)(vi) of the Report on Other Legal and Regulatory Requirements to the Standalone Financial Statements, and Para 2(b) and Para 2(h) (vi) of the corresponding Report to the Consolidated Financial Statements, and as further referred to in Note No. 34 of the Standalone Financial Statements and Consolidated Financial Statements, the Board wishes to clarify as follows: The Company operates a legacy COBOL-based software for maintaining its books of account. This software is equipped with an audit trail (edit log) facility, which has been duly enabled and operational since 22 November 2024 for all relevant transactions recorded therein. The Company has ensured that the audit trail feature is preserved in accordance with the statutory record-retention requirements from the date of its activation in the accounting system.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. CS Shrinivas M Devadiga Practicing Company Secretary, to conduct Secretarial Audit of the Company for a term of 5 consecutive years with effect -30 in line with amended Regulation 24A of the Listing Regulations.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2026, is enclosed as Annexure I to this

Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in the report.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, CS Shrinivas M Devadiga, Practicing Company Secretary (Membership No. 22381 CoP No.10372) from Bangalore has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure I to this report. Secretarial Auditors Report does not contain any qualifications,reservations or adverse remarks. The Comments made by the Secretarial Auditors are corresponding explanations given by the Board are as under:

Sl. No.	Boards Reply Comment by Secretarial Auditor
1	During the period under review and as The Company is in the process of per the explanations and clarificationstaking necessary steps to align its given to me and representation made business model, governance by the Management, on 9th October framework, and operational structure 2002 RBI had cancelled NBFC license with the regulatory requirements of the Company; hence Company is prescribed by the Reserve Bank of not complying with RBI regulation, India (RBI) for Non-Banking Financial guidelines and Direction to NBFC Companies (NBFCs). since suspension of its License. Pursuant to the recent regulatory framework and guidelines issued by RBI, the Company proposes to submit an application for grant of a Certificate of Registration (CoR) to operate as a Non-Deposit Taking Non-Banking Financial Company - Type II, subject to compliance with the applicable provisions of the Reserve Bank of India Act, 1934, and the directions issued thereunder.
	The Board is committed to ensuring that the Company fulfils all applicable eligibility, governance, and regulatory requirements prior to commencing NBFC operations. The proposed registration is expected to support the Companys long-term strategy of diversifying its financial services business and creating sustainable value for its stakeholders. Pending receipt of the Certificate of Registration, the Company will continue to pursue its existing business activities while exploring new growth opportunities in compliance with the applicable regulatory framework.

INTERNAL FINANCIAL CONTROL

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information complying with applicable statutes and policies safeguarding of assets prevention and detection of frauds, accuracy and completeness of accounting records. The Company has appointed Internal Auditor with dedicated internal audit team. The internal audit reports were reviewed by the Audit Committee.

Further the Audit Committee annually reviews the effectiveness of the Companys internal control system. The Directors and

Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies

Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.icdslimited.com.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no such material changes to be reported in this regard.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Your Directors wish to state that there have been no significant or material orders that were passed by the Regulators or Courts or Tribunals which may impact the going concern status and operations of the Company in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans: Nil

Details of Guarantee / Security Provided: Company has not provided any guarantee / Security during the financial year. Investments made are of the nature quoted/unquoted equity shares and investment in property. Particulars of such investments are provided in the financial statements vide Note

No. 5.

OBLIGATION OF COMPANY UNDER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe, secure, and respectful workplace and has zero tolerance towards any form of sexual harassment. The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Although the Company had less than ten employees during the financial year 2025-26, it has voluntarily constituted an Internal

Committee to address complaints relating to sexual harassment and to promote a safe and inclusive work environment. The Company continues to create awareness among its employees regarding the provisions of the Act and its internal policy.

During the financial year 2025-26, no complaint of sexual harassment was received.

The summary of complaints during the year is as under:

Particulars	Number
Complaints pending at the beginning of the financial	Nil
Complaints received during the financial year	Nil
Complaints disposed of during the financial year	Nil
Complaints pending at the end of the financial year	Nil

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the

Maternity Benefit Act, 1961, including those relating to maternity leave, nursing breaks, and related benefits for eligible women employees. Awareness sessions and policy guidelines have been communicated across the organization.

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

The company did not have any activity in relation to conservation of energy or technology absorption. The company had no foreign exchange earnings or outgoings during the year under report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on website www.icdslimited.com Details of remuneration paid to the Directors and Key Managerial Personnel are given in the Form MGT-7 which is available in the Companys website under link https://icdslimited.com/annual-return.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, that -(a) in the preparation of the annual accounts, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures; (b) the directors have 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 financial year and of the profit and loss of the theendof company for that period;

(c) the directors have taken proper and 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 have prepared the annual accounts on a going concern basis; and (e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with year the Company, as on the date of last AGM (i.e. 27.09.2023), with the Ministry of Corporate Affairs.

DETAILS OF FRAUD REPORT BY AUDITOR

As per auditors report, no fraud u/s 143(12) reported by the auditor.

VIGIL MECHANISM

The Company has a Whistle Blower Policy for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 (9) and (10) of the Companies Act,2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns, if any about unethical behavior, wrongful conduct and violation of Companys code of conduct or ethics. The Whistle Blower Policy is available on the Companys website www.icdslimited.com.

SECRETARIAL STANDARDS

Secretarial Standards Pursuant to Section 118 of Companies Act, 2013, The Company has complied with all the provisions of applicable Secretarial Standards issued by Institute of Company

Secretaries of India and notified by the Ministry of Corporate Affairs.

That is as follows: 1) Secretarial Standards - I for Board Meeting.

2) Secretarial Standards - II for General Meeting.

THE 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 is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT care for the

Your Directors wish to place on record their appreciation of the services and co-operation extended by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.

Your directors also wish to place on record their deep sense of appreciation of the services rendered by the staff all levels.