Icon Facilitators Ltd Directors Report

To The Members,

Your Directors are pleased to present the 13 th (Thirteenth) Annual Report on the business and operations of Icon Facilitators Limited ( the Company ) together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY

A summary of the Company s Financial Results for the Financial Year ended March 31, 2026 is as under:

Particulars	(Rs. in lakhs)
	Standalone
	F.Y 2025-2026	F.Y 2024-2025
Revenue from Operations	6424.27	5,806.39
Other Income	23.85	0.16
Total Revenue	6448.12	5806.55
Total Expenses	5852.33	5203.87
Profit Before Tax	595.79	602.68
Tax Expense	153.63	155.64
Profit After Tax	435.38	447.04
Paid-up Equity Share Capital (Face Value Rs.10/-)	785.96	575.96
Reserves and Surplus	2795.95	770.58
Earnings Per Share Basic & Diluted (Rs.)	5.93	172.10

2. STATE OF AFFAIRS OF THE COMPANY/BUSINESS PERFORMANCE

Icon Facilitators Limited ( the Company ) is a leading facilities management and technical services provider headquartered in New Delhi. Established in 2002, the Company has consistently grown its operations, evolving into a multi-state operator with presence across Delhi, Haryana, Uttar Pradesh, Punjab, Himachal Pradesh, Rajasthan, and Maharashtra, and extending services to Bangalore.

The Company specializes in Integrated Facilities Management (IFM) and Technical Services, with a self-delivery model that enables strong control over service quality and compliance.

The Company provides comprehensive services including:

1. Mechanical, Electrical & Plumbing (MEP) Services

2. Cleaning & Housekeeping Services

3. Repair & Maintenance Services

4. Soft & Integrated Facilities Management (IFM) Services

Looking ahead, the Board of Directors remains confident in the Company s growth prospects. With a strong business model, expanding opportunities and a continued focus on operational excellence, the Company is well-positioned to improve its performance and deliver sustainable growth in revenue and profitability during Financial Year 2026-27.

BUSINESS PERFORMANCE

IPO & Listing: Successfully completed a BSE SME IPO in June 2025, raising Rs. 19.11 crore, with listing on July 1, 2025

During the year under review, your company s gross revenue was Rs. 6424.27 Lakhs as compared to Rs. 5806.39 Lakhs in the previous financial year. Further, for the Financial Year ended March 31, 2026, the Company has incurred a Profit/(Loss) Before Tax (PBT) of Rs. 595.79 Lakhs as compared to profit of Rs. 602.68 Lakhs in the previous financial year and incurred Profit/(Loss) After Tax (PAT) of Rs. 435.38 Lakhs as compared to profit of Rs. 447.04 Lakhs in the previous financial year.

The Company continues to remain debt-free.

The Company has successfully raised Rs. 19.11 crores vid Initial Public Offer (IPO) and listed on BSE SME Platform on July 1, 2025.

3. CHANGEA IN NATURE OF BUSINESS IF ANY:

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

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

During the year under review, there are no commitments, effecting the financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

5. DIVIDEND AND RESERVES

In view of the Company s financial performance during the year and considering future business prospects, the Board of Directors has not recommended any dividend for the financial year 2025-26.

During the year under review, the Company has transferred Rs. 435.38 lakhs to reserves.

6. UTILISATION OF INITIAL PUBLIC OFFER (IPO) PROCEEDS

The proceeds of funds raised under IPO by the Company are being utilised as per Objects of the Issue. The disclosure in compliance with Regulation 32 of SEBI Listing Regulations is as under:

S. No. Objects of the issue	Amount disclosed in the offer documents (in lakhs)	Utilisation up to 31 st March, 2026 (in lakhs)	Unutilised amount as at 31 st March, 2026 (in lakhs)
1. Working Capital Requirement of the company	1600	1374.44	225.56
2. General Corporate Services	200	-	200
Total	1800	1374.44	425.56

The net IPO proceeds, which were un-utilised as on May 25, 2026 for amounting to Rs. 425.56 lakhs, has been temporarily deployed in fixed deposit.

7. PUBLIC DEPOSITS

During FY 2026, the Company has not accepted any deposits from the public in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2026.

8. SHARE CAPITAL AND CHANGE IN SHARE CAPITAL Authorised Share Capital:

The Authorized Share Capital of the Company as on March 31, 2026 was Rs. 10,00,00,000 (Rupees Ten Crores) divided into 10,00,000 (Ten lakhs) equity shares of Rs. 10/- (Rupees Ten only).

Paid-up Share Capital:

The paid-up share capital of the company has been increased due to the following:

S. No. Particulars	Equity shares allotted
1. Initial Public Offer	21,00,000 Equity Shares

The Issued, Subscribed, and Paid-up Share Capital of the Company as on the date was Rs. 7,85,96,000/- (Rupees Seven Crores Eighty-Five Lakhs Ninety-Six Thousand only), comprising 78,59,600 (Seventy-Eight Lakhs Fifty-Nine Thousand Six Hundred) equity shares of Rs. 10/- each.

The Company successfully completed its IPO by offering 21,00,000 equity shares to the public by way of Fresh Issue and the same has been fully subscribed by the Company and listed its equity shares on the BSE SME Platform on July 01, 2025 .

Listing of Equity Shares

During the year under review, the Company successfully came out with its Initial Public Offering (IPO) through a fresh issue of equity shares, aggregating to a total issue size of Rs. 19.11 crore, at a Book Build. The equity shares of the Company were listed on the SME Platform of BSE Limited on July 01, 2025 under the scrip code 544426. The proceeds from the Fresh Issue are being utilized in line with the stated objects in the IPO Prospectus.

9. DEMATERIALISATION OF EQUITY SHARES AND ISIN ASSIGNMENT

During the year, the Company successfully obtained its International Securities Identification Number (ISIN) and completed the process of dematerialization of its equity shares. All shareholders have converted their physical shares into electronic form (demat), enhancing the ease of trading and transferability of shares. This step aligns with the Company s commitment to adopting modern and efficient practices for shareholder convenience and compliance with regulatory requirements.

The International Securities Identification Number (ISIN) for Equity Shares of the Company is INE0Y0E01012. As on March 31, 2026, 100% of securities are in dematerialized form.

10. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2026, the Company has no subsidiary, Joint Venture Company and Associate Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

Icon Facilitators Limited has an appropriate mix of directors on its Board. As on March 31, 2026, the Board consisted of Three (3) Executive Directors and three (3) Non-Executive Independent Directors.

Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas.

Directors of Icon Facilitators Limited as on March 31, 2026:

S. No. Name of Director	Designation
1 Mr. Dinesh Makhija	Chairperson and Managing Director
2 Mr. Kapil Khera	Whole Time Director
3 Ms. Pooja Makhija	Executive Director
4. Ms. Priyanka Puri Dhingra	Independent Director
5. Mr. Amit Katyal	Independent Director
6. Mr. Chandan Bellaney	Independent Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company s Articles of Association, Mr. Dinesh Makhija (DIN: 06629656), Managing Director of the Company liable to retires by rotation at the forthcoming 13 th Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing 13 th Annual General Meeting.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the following persons were designated as the Key Managerial Personnel (KMP) of the Company as on March 31, 2026:

S. No. Name of Key Managerial Personnel	Designation
1 Mr. Dinesh Makhija	Managing Director
2 Mr. Kapil Khera	Whole Time Director
3 Mrs. Garima Moorjani	Chief Financial Officer
4 Ms. Pooja	Company Secretary and Compliance officer

During FY 2026, there were following changes in the Board & KMP composition:

Ms. Mamzuza Malia (ICSI Membership No. A74010) has resigned from the position of Company Secretary and Compliance Officer with effect from August 20, 2025.

Based on the recommendation of Nomination and Remuneration Committee, Ms. Pooja (ICSI Membership No. A77704) has been appointed as the Company Secretary & Compliance Officer of the Company with effect from September 01, 2025.

Mr. Tarun Sharma (ICAI Membership No.:426523) has resigned from the position of Chief Financial Officer (CFO) effective from December 15, 2025.

The Board on the recommendation of Audit Committee and Nomination and Remuneration Committee has appointed Mrs. Garima Moorjani (ICAI Membership No.: 474791) as a Chief Financial Officer of the Company with effect from December 29, 2025.

12.DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation & Disclosure

Requirements) Regulations, 2015 ( SEBI LODR Regulations ) and there has been no change in the circumstances which may affect their status as Independent Directors. Further, they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, Independent Directors had no pecuniary relationship or transactions with the Company, other than sitting fees.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board including those appointed during the Financial Year.

13. APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment/re-appointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity of the appointee. The Committee also assesses the independence of directors at the time of their appointment/re-appointment as per the criteria prescribed under the provisions of the Act, the rules made thereunder and the SEBI LODR Regulations.

The Company has Nomination and Remuneration Policy in place for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel, Senior Managerial Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations.

The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link https://www.iconf.in/policy.php.

14. ANNUAL BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 (the Act), read with the applicable provisions of Section 149(8) and Schedule IV of the Act, the Board has carried out the annual evaluation of its own performance, the performance of its Committees and of individual Directors. Nomination and Remuneration Committee of the Company has formulated/specified the manner of annual board evaluation vide Nomination and Remuneration Policy . The evaluation was conducted based on a structured questionnaire covering various aspects of the Board s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, contribution towards corporate strategy, safeguarding stakeholders interests and enhancing shareholders value.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Nomination and Remuneration Committee has also carried out evaluation of the performance of every Director. The Directors expressed their satisfaction with the evaluation process and the results thereof.

Further, Independent Directors have also carried out the performance evaluation of Board as a whole, Non-Independent Directors and Chairperson of the Company in their meetings held on May 25, 2026 for the FY 2025-26.

The Board of Directors expressed their satisfaction with the Policy and Annual Performance Evaluation process and evaluation results.

15. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the financial year ended March 31, 2026, nine (9) meetings of the Board of Directors were convened and held. The details regarding the number of Board meetings held during the financial year 2025-26 is mentioned below:

S. No Date of Board Meeting	No. of Directors Present	Total strength of Directors
1. June 05, 2025	6	6
2. June 16, 2025	6	6
3. June 25, 2025	6	6
4. June 27, 2025	6	6
5. July 25, 2025	6	6
6. September 01, 2025	6	6
7. November 14, 2025	6	6
8. December 29, 2025	6	6
9. March 25, 2026	6	6

Attendance of Directors

S. No. Name of Director	No. of Meetings Attended (out of 9)
1. Dinesh Makhija	9
2. Pooja Makhija	9
3. Kapil Khera	9

S. No. Name of Director	No. of Meetings Attended (out of 9)
4. Amit Katyal	9
5. Chandan Bellaney	9
6. Priyanka Puri Dhingra	9

The Company has complied with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) and the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

In accordance with statutory and regulatory requirements, the Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

AUDIT COMMITTEE

The composition of the Audit Committee:-

Name	Nature of Directorship	Category
Mr. Amit Katyal	Independent Director	Chairperson
Ms. Priyanka Puri Dhingra	Independent Director	Member
Mr. Dinesh Makhija	Managing Director	Member

During the period under review, the Audit Committee of the Company met six (6) times in compliance with the provisions of Section 177 of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are applicable to the Company.

S. No. Date of Audit Committee Meeting	No. of Member Present	Total strength of Member
01 April 15, 2025	3	3
02 June 05, 2025	3	3
03 September 01, 2025	3	3
04 November 14, 2025	3	3
05 December 29, 2025	3	3
06 March 25, 2026	3	3

Attendance of Members

S. No. Name of Member	No. of Meetings Attended (out of 6)
1. Mr. Amit Katyal	6
2. Ms. Priyanka Puri Dhingra	6

S. No. Name of Member	No. of Meetings Attended (out of 6)
3. Mr. Dinesh Makhija	6

NOMINATION & REMUNERATION COMMITTEE

The composition of the Nomination & Remuneration Committee:-

Name	Nature of Directorship	Category
Mr. Chandan Bellaney	Independent Director	Chairperson
Mr. Amit Katyal	Independent Director	Member
Ms. Priyanka Puri Dhingra	Independent Director	Member

During the period under review, the Nomination & Remuneration Committee of the Company met two (2) times in compliance with the provisions of Section 178 of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are applicable to the Company.

S. No. Date of Nomination & Remuneration Committee Meeting	No. of Member Present	Total strength of Member
01 September 01, 2025	3	3
02 December 29, 2025	3	3

Attendance of Members

S. No. Name of Member	No. of Meetings Attended (out of 2)
1. Mr. Chandan Bellaney	2
2. Mr. Amit Katyal	2
3. Ms. Priyanka Puri Dhingra	2

STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of the Stakeholder Relationship Committee:-

Name	Nature of Directorship	Status
Ms. Priyanka Puri Dhingra	Independent Director	Chairperson
Mr. Kapil Khera	Whole Time Director	Member
Mr. Chandan Bellaney	Independent Director	Member

During the period under review, the Stakeholder Relationship Committee of the Company met one (1) time in compliance with the provisions of Section 178 of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are applicable to the Company.

S. No. Date of Stakeholder Relationship Committee Meeting	No. of Member Present	Total strength of Member
01 March 25, 2026	3	3

Attendance of Members

S. No. Name of Member	No. of Meetings Attended (out of 1)
1. Ms. Priyanka Puri Dhingra	1
2. Mr. Kapil Khera	1
3. Mr. Chandan Bellaney	1

16. POLICIES

In Pursuance to the Companies Act, 2013 and the listing regulations, the following policies have been framed and disclosed on the Company s Website www.iconf.in.

1. Code of Conduct of Directors and Senior Managerial Personnel

2. Code Of Conduct To Regulate Trading By Insiders

3. Code Fo Practices And Procedures For Fair Disclosure Of Unpublished Price Sensitive Information ( UPSI )

4. Criteria of making payments to Non-Executive Directors

5. Dividend Distribution Policy

6. Foreign Exchange Risk Management Policy

7. Nomination And Remuneration Policy

8. Preservation And Archival Of Documents Of The Company

9. Policy For Determination Of Materiality Of Events Or Transaction Or Information

10. Familiarization programme for Independent Directors

11. Policy on identification of group companies, Material Creditors And Material Litigations

12. Policy on prevention of sexual harassment at workplace

13. Policy On Dealing with related party transaction 14. Risk assessment and management policy

15. Terms and conditions for appointment of independent Directors 16. Vigil Mechanism Policy

17. Policy on Preservation of Documents

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company. During the FY 2026 no material related party transactions were entered by the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link https://www.iconf.in/assets/document/related-party-transaction-policy.pdf.

The details of transaction entered with related party i.e. AOC-2 during the Financial Year are enclosed in

Annexure -1. 18. AUDITORS

i) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s Singhal Gupta & Co. LLP, Chartered Accountants (Firm Regn. No.004933C) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 30, 2024. They shall hold such office from the conclusion of 11 th Annual General Meeting till the conclusion of 16 th Annual General Meeting.

The Company has received a certificate from M/s Singhal Gupta & Co. LLP confirming that they meet the eligibility criteria prescribed under Section 141 of the Companies Act, 2013.

The Auditor s Report on the financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The report does not contain any qualification, reservation, or adverse remark, and therefore, no explanation by the Board is required in this regard.

ii) Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on September 01, 2025, based on the recommendation of the Audit Committee and subject to approval of the Members at the 12 th AGM, approved the appointment of M/s Raghav Bansal & Associates, Practicing Company Secretaries (COP: 14869) as the Secretarial Auditor of your Company for the term of five (5) consecutive FY i.e. from 2025-26 to 2029-30.

The Secretarial Audit Report in Form MR-3 for the FY 2025-26 is annexed to this report as Annexure - 2. The Report does not contain any qualification, reservation or adverse remark, accordingly, no explanation by the Board is required.

The amended provisions of Regulation 24A of SEBI Listing and Obligations and Disclosure Requirements (LODR) Regulations, 2015 are not applicable to the Company.

iii) Internal Auditor

The Board of Directors, at its meeting held on September 01, 2025 has appointed M/s R P S G & Co, Practicing Chartered Accountants (Firm Registration No.: 036209C), as Internal Auditor of the Company for the FY 2025-2026.

The Board of Director in its Board Meeting held on May 25, 2026 has appointed M/s Priyansh Singhal & Associates, Chartered Accountants (Firm Registration No.: 038758C) as Internal Auditor of the Company for the Financial Year 2026-27.

iv) Cost Auditor and Cost Records

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, certain classes of companies engaged in specified industries are required to maintain cost records as prescribed by the Central Government.

During the financial year under review, the Company is not engaged in any of the activities for which the maintenance of cost records has been prescribed under the said rules. Accordingly, the provisions of Section 148(1) are not applicable to the Company.

19. DIRECTOR S RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134(3)(c), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors assures and confirm as under:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable 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 as at the end of the Financial Year 2025-26 and of the profit and loss of the Company for that period.

c. The Directors have taken proper and sufficient care 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. The annual accounts for the financial year ended March 31, 2026 have been prepared on a going concern basis;

e. The Directors have laid down e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

20. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has established an effective system of internal financial controls and risk-mitigation, which are continuously reviewed, assessed, and strengthened through revised Standard Operating Procedures. The internal control framework of the Company is commensurate with its size, scale, and complexity of operations, ensuring orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the internal control systems and provides guidance for their continuous improvement. The Company also has a robust Management Information System (MIS) which acts as an integral part of its control and monitoring mechanism.

The Board of Director of the Company has appointed Internal Auditor to conduct the internal audit of the Company. The findings, if any, of the Internal Audit along with corrective actions taken by the management will be placed before the Audit Committee at regular intervals.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR )

The Company is committed to fostering a positive impact on society and the environment through responsible business practices, active community engagement and sustainable initiatives. The Company believes that sustainable corporate growth is closely aligned with the well-being of society and the environment.

The net profit of the Company for the immediately preceding financial year, as computed in accordance with the applicable provisions of the Companies Act, 2013, exceeded the threshold prescribed under Section 135(1) of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social

Responsibility ( CSR ) became applicable to the Company during the Financial Year 2025-26 and the Company formulated its CSR Policy in accordance with the applicable provisions of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company remains committed to undertaking CSR initiatives in accordance with its CSR Policy and the applicable provisions of the Companies Act, 2013.

The CSR Policy of the Company, as approved by the Board, is available on the Companys website at https://iconf.in/assets/frontend/investors/cb3b797af497ff71151d9829ffc007ce.pdf.

During the Financial Year 2025-26, the Companys CSR obligation amounted to Rs. 6,63,421/-. The Company was unable to identify and approve a suitable CSR project for implementation during the financial year. Accordingly, the unspent CSR amount of Rs. 6,63,421/- was transferred on August 21, 2026 to the Clean Ganga Fund, being a fund specified under Schedule VII to the Companies Act, 2013, within the period prescribed under the applicable provisions of Section 135 of the Act.

The Annual Report on CSR activities, containing the details as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-3 to this Report.

22. LISTING OF SHARES

The Company s Equity Shares are presently listed at SME platform of BSE Ltd, Mumbai under the scrip code - 544426.

Your Company confirms that it has paid the Annual Listing Fees for the year 2026-27 to BSE Limited (BSE) where the Company s Shares are listed.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI LODR Regulations ) is presented in a separate section as Annexure 4 and forms an integral part of this Report.

24. RISK MANAGEMENT FRAMEWORK

Your Company has in place a comprehensive Risk Management Framework supported by strong internal control systems. The framework, comprising policies and procedures formulated at the management level, is strictly implemented and monitored across all levels of the organization. It defines the Company s risk management approach at the enterprise, functional, and operational levels, embedding risk management practices into all critical business activities and processes.

The framework facilitates identification, assessment, and monitoring of key risks and ensures timely mitigation through well-defined control measures and action plans. Risks are periodically reviewed to assess any changes in their nature, scope, or potential impact since the last evaluation.

The Internal Audit function will play an integral role in the risk management process by carrying out periodic audits of divisions and functions. The audit findings and risk reports, if any, will be placed before the Audit Committee and the Board of Directors for review, enabling oversight on the adequacy and effectiveness of the framework.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

I. The steps taken or impact on conservation of energy:

Conservation of energy is of utmost significance to the company. Every effort is made to ensure optimum use of energy by using energy-efficient computers, processes and other office equipment and construction machinery. Constant efforts are made through regular/preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

II. The steps taken by the company for utilizing alternate sources of energy: Nil

III. The capital investment on energy conservation equipment: Nil

B. Technology Absorption-

i. Efforts in brief made towards technology absorption:

As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

(a) Technology Imported: NIL

(b) Year of Import: NIL

(c) Whether the technology has fully been absorbed: NIL

(d) If not fully absorbed, area where absorption has not taken place and reason thereof: NIL

iv. Expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings And Outgo - Not Applicable

26. OTHER STATUTORY DISCLOSURES SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, the statutory auditors of the Company has not disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

STOCK OPTIONS SCHEME

The Company does not have any Scheme of Stock Option for its employees and directors etc.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and is accessible at the web-link: https://www.iconf.in/annual-return.php.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments made by the Company under the aforesaid provisions during the Financial Year 2025-26 have been provided in the Notes to the Financial Statements for the Financial Year ended March 31, 2026.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2018.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The same has also been displayed on the website of the Company and the link for the same is https://www.iconf.in/assets/document/vigil-mechanism-policy.pdf.

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower Policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention of Sexual Harassment at the 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.

An Internal Complaints Committee (ICC) has been constituted to consider and resolve complaints related to sexual harassment, as mandated by the said Act. The policy is applicable to all employees of the Company, including permanent, contractual, temporary, and trainees.

During the financial year under review, no complaint pertaining to sexual harassment was received by the Internal Complaints Committee. The details as required to be disclosed under the said Act are as follows:

Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

MATERNITY BENEFIT COMPLIANCE STATEMENT

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, including maternity leave as applicable and protection against termination on account of maternity leave.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure 5 to this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( LODR Regulations ), the requirements under Regulations 17 to 27, which pertain to Corporate Governance, are not applicable to the Company. Accordingly, the report on Corporate Governance does not form part of this Report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement for submitting the Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

APPLICATION/PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no such proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 during the Financial Year ended March 31, 2026.

DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the banks/financial institutions during the year under review.

27. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD ICON FACILITATORS LIMITED

Sd/-	Sd/-
Dinesh Makhija	Pooja Makhija
Managing Director	Director
DIN: 06629656	DIN: 06629580
Date: 24.08.2026
Place: New Delhi