ICE Make Refrigeration Ltd Directors Report

To,

The Members,

Ice Make Refrigeration Limited

Dear Members,

Your Directors are pleased to present the 17 th Annual Report of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL PERFORMANCE / HIGHLIGHTS

The Companys financial performance for the year ended on March 31, 2026 is highlighted below:

(Rs. In lakhs)

Particulars	Standalone Results
	Year Ended March 31, 2026	Year Ended March 31, 2025
Net Revenue from Operations	66,734.82	47,179.29
Add: Other Incomes	105.91	142.95
Total Income	66,840.73	47,322.24
Earnings before Interest, Depreciation, Tax & Amortization	4,372.97	4,313.15
Less: Depreciation and Amortization	(1,663.22)	(781.78)
Earnings before Interest & Tax	2,709.75	3,531.37
Less: Finance Cost	(1,239.41)	(388.88)
Profit Before Tax	1,470.34	3,142.49
Less: Provisions for Income Tax including Deferred Tax	(380.91)	(820.08)
Profit After Tax	1,089.42	2,322.41
Profit Carried to Balance Sheet	1,089.42	2,322.41
Total Reserves & Surplus	12,027.50	11,261.60

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY

Standalone

The Companys total revenue for the financial year ended March 31, 2026, stood at Rs. 66,840.73 lakhs, as compared to Rs. 47,322.24 lakhs in the previous financial year, representing an increase of 41.24% over the previous year.

The Companys Earnings Before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year under review stood at Rs. 4,372.97 lakhs, as compared to Rs. 4,313.15 lakhs in the previous year, representing an increase of 1.39%.

The Earnings Per Share (EPS) of the Company for the financial year ended March 31, 2026, stood at Rs. 6.90 per Equity Share.

Consolidated

The Companys total revenue for the financial year ended March 31, 2026, stood at Rs. 66,891.94 lakhs, as compared to Rs. 48,041.99 lakhs in the previous financial year, representing an increase of 39.24% over the previous year.

The Companys Earnings Before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year under review stood at Rs. 4,604.15 lakhs, as compared to Rs. 4,344.32 lakhs in the previous year, representing an increase of 5.98%.

The Earnings Per Share (EPS) of the Company for the financial year ended March 31, 2026, stood at Rs. 7.73 per Equity Share.

3. DIVIDEND

Considering the profit, growth and prospects of the Company, the Directors have decided to recommend the Final Dividend of Rs. 2.25 (22.50 % on the face value of the share) per Equity Shares on 1,57,79,735 Equity Shares of the Company of Rs. 10/- each for the financial year ended on March 31, 2026.

The Board of Directors, subject to the approval of Members, have decided to issue, offer and allot 23,67,573 Equity Shares to Non-Promoters on Preferential basis. The general meeting of members is scheduled to be held on August 19, 2026 for obtaining approval of members. Post Allotment the

Equity Shares of the Company stands at 1,81,47,308 Equity Shares ofRs. 10/-each.

Post receipt of In Principle, Listing and Trading approval of Stock Exchange and considering the number of issued, subscribed and paid up Equity Shares 1,81,47,308, the total amount of dividend recommended is Rs. 4, 08, 31, 443/- (Rupees Four Crore Eight Lakhs Thirty One Thousand Four Hundred Forty-Three Only)

4. TRANSFER TO RESERVES

During the financial year 2025-26, the Company has not transferred any amount to the General Reserve.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

The statement containing the salient features of the financial statements of the Companys subsidiaries, namely Bharat Refrigerations Private Limited and Icebest Private Limited, as required under Section 129 of the Companies Act, 2013, is annexed to this Report and forms an integral part thereof.

The Consolidated Financial Statements of the Company and itssubsidiaries, prepared inaccordance with the applicable Accounting Standards prescribed under the Companies Act, 2013, form part of this Annual Report.

The Cash Flow Statement for the financial year ended March 31, 2026, prepared in accordance with the applicable provisions of the Companies Act, 2013 and the relevant Accounting Standards, is also included as part of the Annual Report.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established adequate internal control systems commensurate with the size, scale and complexity of its operations. The internal control framework, comprising well-defined policies, processes and procedures, is designed to ensure effective management of the Companys operations, safeguarding of its assets, optimal utilization of resources, reliability and accuracy of financial information, and compliance with applicable laws, regulations and internal policies.

Clearly defined roles, responsibilities and reporting mechanisms have been institutionalized across the

organization to ensure effective implementation and monitoring of internal controls. The internal control systems and procedures are reviewed periodically and strengthened, wherever necessary, to keep pace with the growth and increasing complexity of the Companys operations.

The internal financial controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of fraud and errors, and compliance with applicable statutory requirements.

7. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

Bharat Refrigerations Private Limited is a wholly owned subsidiary of Ice Make Refrigeration Limited. Icebest Private Limited is a subsidiary of the Company, in which Ice Make Refrigeration Limited holds 60% of the equity share capital.

The Board of Directors has approved in their meeting held on July 24, 2026 for formation of a JV Company under the name Ice Make Horeca Private Limited. The disclosure of the same is submitted to NSE and also available on the website of the company. Ice Make Horeca Private Limited is incorporated on 5 th August, 2026.

A statement containing the salient features of the financial statements of the subsidiary companies, pursuant to the first proviso to Section 129(3) of the Companies Act, 2013, in Form AOC-1, is annexed to this Report as Annexure 5 and forms an integral part thereof.

8. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which the Financial Statements relate and the date of this Report.

Further, during the financial year under review, no significant or material orders were passed by any regulatory authority, court or tribunal which could adversely affect the going concern status of the Company or its operations in the future.

9. DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made thereunder.

10. STATUTORY AUDITORS

M/s. Umesh Shah & Associates (FRN: 114563W), Chartered Accountants, Ahmedabad, were reappointed as the Statutory Auditors of the Company for a second term of five (5) consecutive years at the 15 th Annual General Meeting of the Members, to hold office until the conclusion of the 20 th Annual General Meeting.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The said Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 during the financial year under review.

11. SECRETARIAL AUDITORS

The Secretarial Audit Report issued by M/s. Nishant Pandya & Associates, Practising Company Secretaries, Ahmedabad, is annexed to this Report as Annexure 3 and forms an integral part thereof. M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100), have been appointed as the Secretarial Auditors of the Company for a period of five (5) consecutive years, to hold office until the conclusion of the 21 st Annual General Meeting of the Members of the Company, in accordance with the applicable provisions of the Companies Act, 2013. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

12. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has obtained an Annual Secretarial Compliance Report from M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries. The said report is submitted to the Stock Exchange within the prescribed timelines during the reporting period.

13. COST AUDITOR

The Board of Directors of the Company has appointed Mr. Mitesh Prajapati, Designated Partner of M/s. M. I. Prajapati & Associates LLP Cost Accountants, Ahmedabad, as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2027, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

14. COST RECORDS

The Central Government has prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013, in respect of the products manufactured/supplied by the Company. Accordingly, the Company has maintained the prescribed cost records in accordance with the applicable provisions of the Act and the rules made thereunder.

15. SHARE CAPITAL

As at March 31, 2026, the Authorized Share Capital of the Company stood at f 2,000 lakhs, while the Paid- up Equity Share Capital stood at f 1,577.97 lakhs. During the year under review, the Company did not issue any Equity Shares, Sweat Equity Shares or Convertible Debentures.

The Company had increased its Authorized Share Capital from f 1,750 lakhs to f 2,000 lakhs pursuant to the approval of the Members at the 16 th Annual General Meeting held on September 27, 2025.

The Board of Directors, subject to the approval of Members, have decided to issue, offer and allot 23,67,573 Equity Shares to Non-Promoters on Preferential basis. The general meeting of members is scheduled to be held on August 19, 2026 for obtaining approval of members. Post Allotment the Equity Shares of the Company stands at 1,81,47,308 Equity Shares of f 10/- each.

16. LISTING

The Equity Shares of the Company are listed on the Main Board platform of the National Stock Exchange of India Limited (NSE). The Company has been regular in payment of the applicable annual listing fees and has paid the listing fees up to the financial year 2026-27.

17. GRANT OF STOCK OPTIONS UNDER ICE MAKE REFRIGERATION LIMITED EMPLOYEE STOCK OPTION PLAN 2018 (Ice Make ESOP 2018)

Pursuant to approval of Members obtained on October 26, 2018 via Postal Ballot, the aggregate number of Equity Shares to be issued and allotted by the Company upon exercise of Options under the Plan shall not exceed 392000 (Three lakhs Ninety Two Thousand) Equity Shares, and as per applicable provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, the Companies Act, 2013, the Memorandum and Articles of Association of the Company and the Ice Make ESOP Plan 2018, and pursuant to the consent of the members of the Nomination and Remuneration Committee, the Company has granted 156000 Options pursuant to the Ice Make ESOP Plan 2018 to eligible employees on the following terms and conditions:

Disclosure pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the Guidance note on accounting for employee share-based payments issued in that regard from time to time.

B. Diluted EPS on issue of shares pursuant to all the schemes covered underthe regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by Central Government or any other relevant accounting standards as issued from time to time.

Diluted EPS for the Consolidated Financial Statements for the Financial Year ended March 31, 2026 is Rs. 7.73 and for Standalone Financial Statements for the Financial Year ended March 31, 2026 is Rs. 6.90

C. Details related to ESOP Schemes of the Company

i. Description of ESOP Scheme that existed any time during the year:

Particulars	Ice Make ESOP 2018
Date of approval of shareholders	October 26,2018
Total number of options/units approved by the shareholders	392000
Vesting requirements	Period of Vesting	% of Options to be vested
	Upon expiry of 12 months from the date of Grant	30%
	Upon expiry of 24 months from the date of Grant	30%
	Upon expiry of 36 months from the date of Grant	40%
Exercise Price or pricing formula	Rs. 57/- per Option
Maximum term of options granted	Within 3 months from the date of vesting
Sources of shares (primary, secondary or combination)	Primary
Variation in terms of options	Nil
Other Terms	As per the Scheme and the Letter of Grant

ii. Method used to account for ESOS - Intrinsic or fair value: Fair Value Method

iii. Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed. Not Applicable

iv. Option movement during the year (For each ESOS): NIL

v. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock

vi. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to: NIL

vii. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

Details are given in the Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026.

Disclosures in respect of grants made in three years prior to IPO under each ESOS Not Applicable

D. Details related to ESPS: Not Applicable

E. Details related to SAR: Not Applicable

F. Details related to GEBS/RBS: Not Applicable

G. Details related to Trust: Not Applicable

Post allotment of Equity Shares as aforesaid, the paid- up Capital of the Company stood at Rs. 15,77,97,350/- divided into 1,57,79,735 Equity Shares of Rs. 10/- each.

18. CREDIT RATINGS

The credit rating of the Company is CARE A-; Stable from CARE Ratings Limited. The rating of CARE A- (Stable) indicates an adequate degree of safety regarding timely servicing of financial obligations and reflects a stable outlook for the Company.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL Particulars of Executive Directors and KMP

SR NO	NAME	DESIGNATION	APPOINTMENT DATE OF CURRENT DESIGNATION
1	Mr. Chandrakant P. Patel	Chairman & Managing Director	September 05, 2017
2	Mr. Rajendra P. Patel	Joint Managing Director	September 05, 2017
3	Mr. Vipul I. Patel	Joint Managing Director	September 05, 2017
4	Mr. Ankit P. Patel	Chief Financial Officer	September 05, 2017
5	Mr. Mandar B. Desai	Company Secretary and Compliance Officer	March 02, 2019

Their brief profile forms part of the Management Profile section of this Annual Report. Non - Executive Independent Directors

SR NO	NAME	DESIGNATION	APPOINTMENT DATE
1	Ms. Darsha R. Kikani	Non-Executive Women Independent Director	September 05, 2017
2	Mr. Harshadrai P. Pandya	Non - Executive Independent Director	September 05, 2017
3	Mr. Krishnakant L. Patel	Non - Executive Independent Director	September 05, 2017

Their brief profile forms part of the Management Profile section of this Annual Report.

Independent Directors have submitted the declaration of Independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6). The Independent Director shall enrol his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrolment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

A separate meeting of Independent Directors of the Company was held on February 14, 2026 in accordance with the provisions of Clause VII of the Schedule IV of the Companies Act, 2013.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Vipul I. Patel will retire by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends his appointment.

General:

Based on the recommendations of the Nomination and Remuneration Committee, the members are requested to approve re-appointment of Mr. Chandrakant P. Patel as Managing Director, Mr. Rajendra P. Patel and Mr. Vipul I. Patel as Joint Managing Directors of the Company for a period of 3 years from September 5, 2026 to September 4, 2029.

Brief profile of the Directors being appointed and re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings and the justification for reappointment of Mr. Chandrakant P. Patel, Mr. Rajendra P. Patel and Mr. Vipul I. Patel are provided in the notice for the forthcoming AGM of the Company

I. Evaluation of the Boards Performance:

During the financial year under review, the Company carried out a structured evaluation of the performance of the Board of Directors and its Committees, covering various aspects of their functioning, including the composition of the Board and its Committees, experience and competencies, performance of specific duties and responsibilities, governance practices and overall effectiveness.

A separate evaluation was also undertaken for each individual Director, including the Chairman of the Board. The evaluation was based on various parameters, including attendance and participation in meetings, contribution to the deliberations of the Board and its Committees, exercise of independent judgement, and safeguarding the interests of minority shareholders, wherever applicable.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Directors being evaluated. The performance evaluation of the Chairman and Non- Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction with the outcome of the evaluation process, which reflected the overall effective engagement and functioning of the Board and its Committees.

The above evaluation process is in accordance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014.

The Board of Directors of the Company comprises an appropriate mix of Executive and Non-Executive Directors, with a balanced combination of skills, experience and expertise to ensure effective governance and decision-making.

II. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy has been approved by the Nomination & Remuneration Committee and the Board. More details on the same have been given in the Corporate Governance Report.

The policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees can be accessed on website of the Company at following web link: . com/wp-content/uploads/2019/07/policv-on- re mu ne rat ion-of-directors-key-managerial- person nel-and-senior-emplovees.pdf

20. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met five times during the financial year ended on March 31, 2026. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

21. RELATED PARTY TRANSACTION

All related party transactions entered into by the Company during the year under review were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other related parties which could have a potential conflict with the interests of the Company.

All related party transactions are placed before the Audit Committee and the Board of Directors for their review and approval, as applicable. The requisite approvals of the Audit Committee, Board of Directors and Members of the Company have been obtained wherever required under the applicable laws and regulations.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at the following web link:

uploads/2019/07/policv-on-related-partv- transaction.pdf

22. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company is committed to maintaining the highest standards of ethical conduct, integrity and transparency in all its business activities. In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism /

Whistle Blower Policy to provide a formal mechanism for employees and other eligible persons to report concerns relating to illegal or unethical conduct, actual or suspected fraud, violation of the Companys Code of Conduct, Corporate Governance policies or any other improper activity.

The mechanism enables employees and other stakeholders to report such concerns directly to the Chairman of the Audit Committee or the Chairman of the Board, as applicable. The Whistle Blower Policy has been communicated to the employees of the Company. The Company ensures that the identity of people reporting concerns under the Policy is kept confidential and that no person is subjected to any victimization, discrimination or adverse treatment for making a disclosure in good faith. During the year under review, no personnel were denied access to the Chairman of the Audit Committee in this regard. The Vigil Mechanism / Whistle Blower Policy is available on the Companys website at the following weblink uploads/2019/07/whistle-blower-policv-and-vigil- mechanism.pdf

23. AUDIT COMMITTEE

The Board has constituted an Audit Committee which comprises of Ms. Darsha R. Kikani as the Chairman and Mr. Harshadrai P. Pandya & Mr. Chandrakant P. Patel as members.

Further, all the recommendations were accepted by the Board of Directors during the period under report. More details on the committee are given in the Corporate Governance Report.

Sr. No.	Name	Committee Position	Company Designation
1	Ms. Darsha R. Kikani	Chairman	Non - Executive & Independent Director
2	Mr. Harshadrai P. Pandya	Member	Non - Executive & Independent Director
3	Mr. Chandrakant P. Patel	Member	Chairman & Managing Director

24. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee which comprises of Ms. Darsha R. Kikani as a Chairperson and Mr. Harshadrai P. Pandya & Mr. Krishnakant L. Patel as members.

The policy, required to be formulated by the Nomination and Remuneration Committee, under Section 178(3) of the

Companies Act, 2013 is uploaded on the Companys website at the web link:

www. icemakei ndia.com/wp-content/uploads/2021/06/Composition-of-the-Committees.pdf .

Nomination and Remuneration Committee of the Company has been reconstituted w.e.f. June 04, 2021 with following members:

Sr. No.	Name	Committee Position	Company Designation
1	Ms. Darsha R. Kikani	Chairman	Non - Executive & Independent Director
2	Mr. Krishnakant L. Patel	Member	Non - Executive & Independent Director
3	Mr. Harshadrai P. Pandya	Member	Non - Executive & Independent Director

More details on the Committee have been given in the Corporate Governance Report.

25. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholder Relationship Committee which comprises of Mr. Harshadrai P. Pandya as the Chairman and Mr. Krishnakant L. Patel, Mr. Chandrakant P. Patel & Mr. Vipul I. Patel as members.

More details on the Committee have been given in the Corporate Governance Report.

26. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 and the rules made thereunder.

The Company has constituted an Internal Complaints Committee (ICC) for receiving and redressing complaints relating to sexual harassment at the workplace. The Policy is applicable to all employees of the Company, including permanent, contractual, temporary employees and trainees.

During the financial year ended March 31, 2026, the Company did not receive any complaint relating to sexual harassment at the workplace. Accordingly, no complaint was pending for disposal as at March 31, 2026.

a.	Number of complaints received during the year	Nil
b.	Number of complaints disposed of during the year	Nil
c.	Number of cases pending for more than 90 days	Nil

A policy adopted by the Company for Prevention of Sexual Harassment is available on its website at the following web link:

women-at-workplace.pdf

27. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has provided loans to its wholly owned subsidiary and has made investments in the securities of its wholly owned subsidiary. The Company has also made investments in units of mutual funds (debt funds).

The aforesaid loans and investments are in compliance with the applicable provisions of Section 186 of the Companies Act, 2013, and the rules made thereunder.

28. MANAGERIAL REMUNERATION

Sr. No.	Name of the Director & Designation	Remuneration for the year 2025-26	% increase over last year	Parameters	Median of Employees	Ratio	Commission received from Holding/ Subsidiary
1	Mr. Chandrakant P. Patel, Chairman & Managing Director	42,00,000	NIL	NA	11,50,000	27.38:1	NIL
2	Mr. Rajendra P. Patel, Joint Managing Director	42,00,000	NIL	NA	11,50,000	27.38:1	NIL
3	Mr. Vipul I. Patel, Joint Managing Director	42,00,000	NIL	NA	11,50,000	27.38:1	NIL

The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Company has paid remuneration to the Executive Directors as well as Sitting fees to the Non-Executive Directors during the financial year under report.

More details on the Managerial Remuneration have been given in the Corporate Governance Report.

29. KEY MANAGERIAL PERSONNEL:

% increase in remuneration of KMP:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Mr. Chandrakant P. Patel,	Chairman & Managing Director	NIL
2.	Mr. Ankit P. Patel	Chief Financial Officer	18.23%
3.	Mr. Mandar B. Desai	Company Secretary & Compliance Officer	16.29%

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companys performance, financial position, business operations and outlook is provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

31. CORPORATE GOVERNANCE

During the financial year under review, the Company has complied with the applicable provisions relating to Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

A separate Report on Corporate Governance, forming part of this Annual Report, provides detailed information on the Companys Corporate Governance practices and compliance with the applicable requirements of the SEBI Listing Regulations.

The requisite certificate issued by M/s. Kashyap R. Mehta & Partners, Company Secretaries, confirming compliance with the conditions of Corporate Governance, is annexed to this Report as Annexure 4.

32. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company

33. CODE OF CONDUCT

The Board has laid down a Code of Conduct (Code) for the Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Companys website at All the Board Members and Senior Management Personnel have affirmed compliance with this Code.

A declaration signed by the Managing Director to this effect forms part of the Corporate Governance Report.

The Board has also laid down a Code of Conduct for the Independent Directors pursuant to the provisions of Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to the professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link: wp-content/uploads/2019/07/code-of-conduct-for- independent-directors.pdf

34. RISK MANAGEMENT POLICY

The Board of Directors has formulated and implemented a comprehensive Risk Management Policy for the Company. The Policy provides a structured framework for identifying, assessing, monitoring and mitigating various internal and external risks that may have an impact on the achievement of the Companys strategic objectives. The Company has identified and assessed key risks based on their potential impact and likelihood of occurrence. The Risk Management Policy lays down procedures for risk identification, assessment, evaluation, monitoring, reporting and mitigation, along with the formulation and implementation of appropriate action plans.

The identified risks broadly include Strategic Risk, Operational Risk, Financial Risk and Hazard Risks. The Company continuously monitors these risks and takes appropriate measures to mitigate their potential impact.

Based on the assessment undertaken by the Board, there are no risks which, in its opinion, may threaten the existence of the Company.

The Risk Management Policy is available on the Companys website at following web link: . icemakeindia.com/wp-content/uploads/2019/07/ policv-on-risk-management.pdf Furtherdetails regardingthe risks and concernsfaced by the Company are provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

35. CORPORATE SOCIAL RESPONSIBILITY

The Company falls within the criteria prescribed under Section 135 of the Companies Act, 2013, read with the applicable rules framed thereunder, and accordingly, the provisions relating to Corporate Social Responsibility (CSR) are applicable to the Company.

The Company has constituted a Corporate Social Responsibility Committee comprising Mr. Rajendra P. Patel as Chairman and Mr. Vipul I. Patel and Mr. Krishnakant L. Patel as Members.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Company has formulated and adopted a CSR Policy. The CSR Policy is available on the Companys website at the following web link: wp-content/uploads/2019/07/policv-on-corporate- social-responsibilitv.pdf

During the financial year 2025-26, the Company contributed flOO.OO lakhs towards various CSR activities. The contributions were made directly as well as through trusts and institutions engaged in areas including education, animal welfare, hunger alleviation and promotion of cold-chain infrastructure for farming and allied activities.

The Annual Report on CSR activities undertaken duringthefinancialyearended March31, 2026, inthe prescribed format under Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure 6 and forms an integral part thereof.

36. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby stated,

a. That in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been

followed along with proper explanation relating to material departures, if any;

b. That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2026 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. Thatthe annual financial statements for the year ended March 31, 2026 have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That the system to ensure the compliances with the provisions of all applicable laws was in place and were adequate and operating effectively.

37. DISCLOSURE U/S 164(2) OF THE COMPANIES ACT, 2013

The Company has received the requisite disclosures in Form DIR-8 from the Directors appointed or re appointed during the year, in accordance with the applicable provisions of the Companies Act, 2013. Based on the disclosures received, none of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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

The particulars as to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed in terms of Section 134 of the Companies Act, 2013 & Rule 8 of the Companies (Accounts) Rules, 2014 have been given separately as Annexure - 1.

39. WEB ADDRESS OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31 st March, 2026 is available on the Companys website

40. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers, thereby enabling the Company to sustain its growth momentum. The Company places strong emphasis on employee development and imparts training at all levels, covering both technical and behavioral aspects, with a view to enhancing the knowledge, skills and overall capabilities of its workforce.

The details of managerial remuneration, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure 2. During the year under review, no employee was in receipt of remuneration exceeding fl02 lakhs per annum, where employed for the full year, or f8.50 lakhs per month, where employed for part of the year. Accordingly, the particulars required to be disclosed pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

The disclosures required under Rule 5(1) and Rule 5(2) of the aforesaid Rules are provided in Annexure 2 forming part of this Report.

41. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company places significant emphasis on the dignity and well-being of its employees, irrespective of their position, and recognizes and values the cultural diversity within its workforce. The Company is committed to nurturing, developing and retaining talent through continuous learning, skill enhancement and organizational development initiatives. These initiatives form an integral part of the Companys Human Resources function and serve as a critical pillar in supporting the organizations growth, productivity and long-term sustainability.

As on the reporting date, the Company had a total workforce of 1,249+ personnel, comprising 432

employees of the Company and 817 contract employees. The relationship between the average increase in remuneration and the Companys performance is aligned with appropriate performance benchmarks and reflects both short-term and longterm performance objectives, consistent with the Companys business requirements and organizational goals.

Industrial relations continued to remain cordial and harmonious during the year under review. The Company continued to place increasing emphasis on training and development at all levels, along with other initiatives aimed at strengthening Human Resource Development and enhancing the capabilities of its workforce.

42. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Rs. 2000 (Rupess Two Thousand Only) has been transferred to the Investor Education and Protection Fund by the Company.

43. INSURANCE

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

44. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

45. GRATUITY

The Company has entered into an agreement with Life Insurance Corporation of India for covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India.

46. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are

consistently applied are set out in the Notes to the Financial Statements.

47. DEMATERIALISATION OF EQUITY SHARES

The majority Shareholding of the Company is in demat mode. The ISIN No. allotted is INE520Y01019.

48. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY

The Company has entered into and executed a Share Subscription Agreement (SSA), Shareholders Agreement (SHA) and Joint Venture Agreement (JVA) with Galilei Holdings Co. Ltd. (formerly known as Galilei Co. Ltd.) on July 24, 2026. There is neither affect nor impact in the management or control of the Company directly or indirectly by virtue of this agreement. Except for the aforesaid agreements, no other agreements have been entered into or executed by the parties, as referred to under Clause 5A of Paragraph A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which, either directly or indirectly, affect or impact the management or control of the Company, impose any restriction on the Company or create any liability for the Company.

49. INSIDER TRADING POLICY

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Board of Directors has formulated and approved the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and Insiders.

The said Codes provide a framework for fair disclosure of Unpublished Price Sensitive Information and regulate, monitor and report trading by Designated Persons and Insiders in accordance with the applicable regulatory requirements.

The said Codes are available on the Companys website

50. FINANCE

The Company has availed working capital facilities from Canara Bank and HDFC Bank. In addition to the working capital facilities, the Company has also availed term loan facilities from HDFC Bank, and Bajaj Finance Limited. The Company has been regular

in servicing its debt obligations, including timely payment of interest and repayment of principal, in accordance with the agreed terms and conditions.

51. DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

52. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company complies the provision of Maternity Benefit Act, 1961 to the extent applicable.

53. DISCLOSURES UNDER REG. 30 AND SCHEDULE III OF SEBI LODR:

The Board of Directors, at its meeting held on July 24, 2026, considered and proposed:

Amendment of the Articles of Association of the Company (AOA) to incorporate and intended to align the AOA with the terms and provisions contained in the Shareholders Agreement (SHA) and to incorporate the agreed investor rights and governance-related matters therein, in addition to the existing provisions of the AOA. The amended and restated AOA is proposed to be adopted with effect from the closing under the Share Subscription Agreement (SSA), in substitution for, and to the exclusion of, the existing AOA, subject to receipt of all requisite approvals.

2.. Issue, offer and allot 23,67,573 Equity Shares to Non-Promoters on Preferential basis.

The proposed items are being placed before the shareholders of the Company for their consideration and approval at the Extra-ordinary General Meeting (EGM) scheduled to be held on August 19, 2026.

54. ACKNOWLEDGMENT

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders, including investors, customers, vendors, bankers, auditors, consultants and advisors, for their continued support, trust and valuable contribution during the year under review.

The Board also expresses its appreciation for the dedication, commitment and valuable contribution of the employees at all levels, whose efforts have

contributed significantly to the growth and progress of the Company.

The Management is deeply grateful for the continued confidence and trust reposed in the Company by all its stakeholders.

The Board looks forward to the continued support, cooperation and confidence of all stakeholders in the years ahead and remains committed to achieving consistent and sustainable growth of the Company.

Annexure 1

To the Directors Report

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Pursuant to the Provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014

(A) CONSERVATION OF ENERGY

(i) steps taken or impact on conservation of energy	Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operation techniques
(ii) steps taken by the Company for utilizing alternate sources of energy	The Company has installed solar power panel of 50 KW which enables it to use alternate source of energy. The Company has installed VRV (Variable Refrigerant Volume) technology based Air Conditioners in our New Office Premises.
(iii) capital investment on energy conservation equipments	No major investments are planned.

(B) TECHNOLOGY ABSORPTION

(i) efforts made towards technology absorption	The Company has in house R&D Department which during the period under review developed various Products. In addition to development of such new products, the R&D Department is also engaged in improving the efficiency and quality check of Company\u2019s existing products to ensure that all the Company\u2019s products meet or exceed customer\u2019s expectations.
(ii) benefits derived like product improvement, cost reduction, product development or import substitution	Work on Research & Development also gives the Company a better image in the market therefore improving the marketability of its products.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

Sr.	Name / Detail of Technology	Year of	Whether it is	If not then
No.	Imported	Import	fully absorbed	reasons thereof
1	NIL	2022-23	NA	-
2	NIL	2023-24	NA	-
3	NIL	2024-25	NA	-

(iv) expenditure incurred on Research and Development Rs. 1.24 crore

(C) Foreign Currency Exposure:

Particulars	As at March 31, 2026		As at March 31, 2025
	USD	Euro	USD	Euro
Financial Assets	-	-	-	-
Trade & Other Receivables	1,34,501	-	1,19,755	-
Less : Forward Contract for selling foreign currency	-	-	-	-
Sub-Total	1,34,501	-	1,19,755	-
Financial Liabilities	-	-	-	-
Trade & Other Payables	8,16,227	3,717	6,56,235	46,269
Less : Forward Contract for purchasing foreign currency	-	-	-	-
Sub-Total	8,16,227	3,717	6,56,235	46,269
Net Exposure	(6,81,726)	(3,717)	(5,36,481)	(46,269)

Annexure 2

To the Directors Report

Disclosure as per Section 197(12) of the Companies Act, 2013 & Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The Ratio of the Remuneration of Each Director to the Median Remuneration of the Employees of the Company for the Financial Year ending March 31, 2026 and

ii. The Percentage Increase in Remuneration of Each Director, Chief Financial Officer and Company Secretary during the Financial Year ending on March 31, 2026

Name	Designation	% Increase in Remuneration in the Financial Year ended on March 31, 2026	Ratio to Median Employee*
Mr. Chandrakant P. Patel	Chairman & Managing Director	NIL	27.38:1
Mr. Rajendra P. Patel	Joint Managing Director	NIL	27.38:1
Mr. Vipul I. Patel	Joint Managing Director	NIL	27.38:1
Ms. Darsha R. Kikani	Independent Director	Being Non-Executive Directors, only sitting fees Was paid and thus ratio is not given.
Mr. Harshadrai P. Pandya	Independent Director
Mr. Krishnakant L. Patel	Independent Director
Mr. Ankit P. Patel	Chief Financial Officer	18.23%
Mr. Mandar B. Desai	Company Secretary & Compliance Officer	16.29%

*Rounded off

iii. The Percentage increase in the Median Remuneration of Employees in the Financial Year ending on March 31, 2026: NIL

iv. Total Number of Employees as at March 31, 2026:1,249+ Employees

Total Number of Employees on the roll of the Company as at March 31, 2026: 432 Total Number of Employees on the roll of Contractor as at March 31, 2026: 817

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:

Average increase in remuneration of the employees: As per point (iii.) above.

i. It is affirmed that the Remuneration is as per the Remuneration Policy of the Company

Particulars of the employees who are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There was no employee of the Company employed throughout the financial year with salary above Rs. 1 Crore and 2 lakhs per annum or employed in part of the financial year with an average salary above Rs.. 8 lakhs and Rs. 50 Thousands per month.

Further, there is no employee employed throughout the financial year or part thereof, was in receipt of remuneration in aggregate, in excess of that drawn by the Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two per cent (2 %) of the equity shares of the Company.