ICDS Ltd Directors Report

To,

The Members,

Your Board of Directors have pleasure in presenting their 54^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY

The following table brings out the financial performance of the

Company during the F.Y. 2024-25: ( in 000)

Particulars	31-Mar-2025	31-Mar-2024
Income from Operations	3,18,29	1,56,55
Other Income	1,14,83	1,90,30
Total Income	4,33,12	3,46,85
Less: Operating Expenses	1,75,74	1,33,03
Less: Interest	3,70	3,78
Profit/(loss) before Depreciation	2,53,68	2,10,04
Less: Depreciation	35,28	34,80
Profit/(loss) after Depreciation before Tax	2,18,40	1,75,24
Less: Exceptional item	0	0
Profit/(loss) after Depreciation and
exceptional items and before Tax	2,18,40	1,75,24
Less: Provision for Income Tax	23,53	19,33
Less Deferred Tax	(4)	32
Profit/(loss) after Tax	1,94,91	1,55,59
Less: Income Tax for earlier years	1,13,53	0
Profit after adjustment	81,38	1,55,59
Opening balance of retained earnings	4,37,51	2,82,85
Profit / (loss) for the year[a]	81,38	1,55,59
Other comprehensive income/(loss) [b]	13	(93)
Total comprehensive income/(loss) [a+b]	81.51	1,54,66
Closing balance of retained earnings	5,19,02	4,37,51

COMPANIES STATE OF AFFAIRS

During the year under review the Company has earned income of 433.12 Lakhs as against 346.85 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 175.74 Lakhs as against 133.03 Lakhs in the previous year.

The Profit/(loss) after Tax for the year after taking the above stands at 81.38 Lakhs as against Profit of155.59 Lakhs in the Previous year.

The Net worth of the company (after deducting Revaluation Reserve) as at March 31, 2025 stands increased to 1,768.32 Lakhs as against 1,678.66 Lakhs as at March 31, 2024.

FUTURE BUSINESS PLANS

Your Company remains committed to exploring new opportunities and aligning its business strategies with evolving regulatory expectations and market demands.

In furtherance of this commitment, the Company had submitted a fresh application dated 21^st March, 2025 to the Reserve Bank of

India (RBI) of Registration (CoR) to operate as , seekingaCertificate a Non-Deposit Taking Non-Banking Financial Company – Category Type-II, in accordance with applicable provisions of the RBI Act and related regulatory guidelines.

Subsequently, the Company received a communication from the RBI stating that the application could not be considered favourably at this stage. The observations made by RBI include that the Company does not presently propose to meet the principal business criteria applicable for NBFCs and that the current composition of the

Board does not provide sufficient regulatory comfort.

While the application has been returned, the Board is actively reviewing the concerns raised and remains committed to evaluating all available options to realign the Companys structure and operations. Efforts are underway to strengthen governance, revisit the business model, and address regulatory expectations to enable a possible resubmission in the future.

The Company is a registered corporate agent for leading insurance providers such as:

LIC of India

ICICI Lombard General Insurance Company Ltd.

Shriram General Insurance Company Ltd., and

Bajaj Allianz General Insurance Company Ltd.

This initiative is expected to enhance our market reach, boost policy sales, and increase commission-based revenue, thereby contributing meaningfully to the Companys overall growth trajectory. Simultaneously, your Company intends to significantly expand its insurance distribution business, which has emerged as a key area of focus. To this end, the Company plans to recruit young, energetic, and knowledgeable professionals, who will be incentivised through a structure comprising a fixed salary and commission-based earnings. These representatives will be deployed across two districts initially to promote and sell life and non-life insurance products.

Your Board is confident that the above steps will help the Company build a stronger and more sustainable business model while maintaining compliance with applicable regulatory frameworks.

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 during the financial year.

DIVIDEND

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

SHARE CAPITAL

The paid-up Share Capital as on 31^st March, 2025 was 13,02,67,000. During the year under review, the Company has neither issued any shares nor issued shares withdifferentialvoting 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 Certificate regarding Compliance of conditions of Governance are made a part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Tonse Sachin Pai, [DIN 00795780] 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. Jayaram Vittal Prabhu and Mr. Shrikanth Prabhu were appointed as Independent Directors of the company with effect from 26^th September, 2024 and 12^th November, 2024 respectively. During the year under review, Mr. Shrikanth Prabhu, Independent

Director of the Company, tendered his resignation with effect from

1^st August, 2025, owing to personal reasons. The Board places on record its sincere appreciation for the valuable contributions, insights, and guidance provided by Mr. Shrikanth Prabhu during his tenure as an Independent Director and wishes him the very best in his future endeavours.

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 seven Board Meetings were convened and held. The details of the Board Meetings conducted during the year are given below:

No. of Directors Date Board Strength

Present

27.05.2024 6 5 12.08.2024 6 5 26.09.2024 6 6 12.11.2024 7 6 12.02.2025 7 7 10.03.2025 7 7

AUDIT COMMITTEE

The Audit Committee comprises independent directors namely Mr. Jayaram Vittal Prabhu (Chairperson) Mr. Tonse Sachin Pai, Non-Executive Non-Independent Director and Mr. Katapady Bhujangesha Kamath, Independent Directors 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, 2024, 12^th August, 2024, 12^th November, 2024, 12^th February, 2025 and 10^th March, 2025.

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 2024-25 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: 3.78% ii) Percentage of increase in remuneration to Company

Secretary: 3.44% iii) The percentage increase in the median remuneration of employees in the financial year: 3.73% iv) The number of permanent employees on the rolls of Company: 6 v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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 and will be alsoattheregistered 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

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 nomateriallysignificantrelated 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

<p >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 2024-25 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 Note No. 36 of the 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. The Report of the

Secretarial Audit in Form MR-3 for the financial year ended March

31, 2025, is enclosed as Annexure I to this Report. There are no qualifications, reservations or adverse remarks made by the

Secretarial Auditors in the report.

In line with the amended Regulation 24A of the Listing Regulations, the Board has approved the appointment of Mr. CS Shrinivas M Devadiga as the Secretarial Auditor of the Company for a term of

5 consecutive years with effect from FY 2025-26 to FY 2029-30, subject to approval of the shareholders at the 54^th AGM.

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. Comment by Secretarial Auditor	Boards Reply
1 Company has received show cause	Company has made an application for
notice in the earlier year by ROC	adjudication of penalties with Registrar
for violation of Section 203(1) R/W	of Companies, Karnataka and the
Section 203(4) of the Companies	matter is still pending with Registrar of
Act, 2013 for non-appointment	Companies, Karnataka.
of Company Secretary from
01/04/2014 to 08/08/2016.
2 During the period under review	The Company had submitted a revised
and as per the explanations	application to the Reserve Bank of
and clarifications given to me India (RBI) in March 2025 seeking a
and representation made by the	Certificate
Management, on 9 of Registration (CoR) to thOctober 2002 conduct NBFC business as a Non-
RBI had cancelled NBFC license of	Deposit Taking – Type II NBFC. The
the Company; hence Company is	application was duly acknowledged
not complying with RBI regulation,	by RBI.
guidelines and Direction to NBFC	Subsequently, the Company received
since suspension of its License.	a communication from RBI stating that
	the application could not be considered
	favourably at this stage, citing that the
	Company does not intend to meet the
	principal business criteria and that
	the existing composition of the Board
	does not provide adequate regulatory
	comfort.
	The Company is actively reviewing the
	concerns raised by RBI and remains
	committed to addressing the same.
	Efforts are underway to realign the
	Companys operations and governance
	framework in accordance with RBIs
	regulatory expectations, with a view
	to resubmitting the application at an
	appropriate time.
	The Company continues to explore
	viable business opportunities and
	maintains its intent to operate in a fully
	compliant manner under 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, 2025 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 NoteNo.5.

OBLIGATION OF COMPANY UNDER THE SEXUAL

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

In order to prevent sexual harassment of Women at work place, a new Act called The Sexual Harassment of Women at Work Place

(Prevention, Prohibition & Redressal) Act, 2013 has been notified on 9^th December, 2013. In terms of the said Act, Your Company has constituted an Internal Complaints Committee to look into complaints of sexual harassment at work place of any women employee. The company has adopted a policy for prevention of sexual harassment of women at work place and has set up internal committee for implementation of the said policy. During the year, your Company has not received any complaint of sexual harassment of any women employee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25: a. No. of complaints at the beginning of financial year : Nil b. No. of complaints filed during the financial year : Nil c. No. of complaints disposed during the financial year : Nil d. No. of complaints pending at the end of financial year : Nil

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 the end of the financial year and of the profit 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 effectively.

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 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 and loss of the company for that no instance of onetime settlement with any Bank or Financial Institution. care for the

ACKNOWLEDGEMENT

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 members at all levels.

For and on behalf of the Board of Directors

Sd/-

SUJIR PRABHAKAR

Place : Manipal Chairman Date : 12.08.2025 DIN: 02577488