Indian Card Clothing Company Ltd Directors Report

To

The Members of

The Indian Card Clothing Company Limited

Your directors present their Seventy-First Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2025.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise and thus certain information which is required in Directors Report is clubbed elsewhere and has to be read as a part of Directors Report.

1) FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars	Financial year
	2024-25	2023-24
Revenue from operations	3,608.53	4,909.15
Other Income	4,386.85	1,989.87
Total income	7,995.38	6,899.02
Finance cost	256.63	212.29
Depreciation	425.05	462.41
Profit / (Loss) before exceptional items	2,372.47	1,039.05
Exceptional items	7,614.44	(295.16)
Profit / (Loss) Before Tax	9,986.91	743.89
Provision for Tax (including deferred tax)	802.19	(44.34)
Profit / (Loss) After Tax	9,184.72	788.23
Other Comprehensive Income	(9.17)	(24.06)
Total Comprehensive Income for the year	9,175.55	764.17

2) PERFORMANCE REVIEW:

During the year under review, the Company earned a total revenue of Rs. 7,995.38 Lakh as against Rs. 6,899.02 Lakh in the previous year. The profit for the financial year 2024-25 has been Rs. 9,184.72 Lakh against profit of Rs. 788.23 Lakh for the financial year 2023-24.

Highlights:

3 Entire Commercial Premises comprising a freehold land alongwith all the structures standing thereon including a workshop building owned by the Company situated at Coimbatore – Tamil Nadu was sold in May, 2025.

3 Acquired 5 commercial units in a Commercial Building known as "Jangid Trinity" situated at Borivali East, Mumbai from Jangid Construction Pvt. Ltd.

3 Close the operations of ICC International Agencies Limited ("ICCIAL"), wholly owned Subsidiary of the Company.

3) SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2025, was Rs. 594.11 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock

22 option or sweat equity. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

In December 2023, the Company filed a petition with NCLT, Mumbai to consolidate the entire equity share capital (authorized, issued, subscribed and paid-up share capital) of the Company by increasing the Nominal value of the equity shares from Rs. 10/- (Rupee Ten only) each to Rs. 2,000/- (Rupees Two Thousand Only). The matter is currently under hearing and argument stage.

4) STATE OF THE COMPANYS AFFAIRS:

The detailed information about the Companys affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called and referred to as "the Listing Regulations"), which forms a part of this Report.

5) DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Meetings of the Board of Directors held during the year 2024-25:

During the year under review, nine (9) meetings of the Board of Directors took place, details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two (2) meetings was within the period prescribed under the Companies Act, 2013, the Listing Regulations.

b) Declaration by the Independent Directors:

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

The Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.

c) Changes in the Board of Directors during the year 2024-25:

During the year under review, the following changes took place in the Board of Directors of the Company:

3 Mr. Alok Misra, Whole-time Director & CEO (Whole–Time Key Managerial Personnel) (DIN : 09198314) of the Company tendered his resignation from the services of the Company and was relieved from the services of the Company at the close of working hours on June 17, 2024.

3 Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed by the Board of Directors in its meeting held on May 20, 2024 as an Additional Director (Category: Non-executive Non-Independent Director) of the Company with effect from June 18, 2024, subject to the approval of the Shareholders of the Company.

Subsequently, Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed by the Board of Directors in its meeting held on August 14, 2024 as an Executive Director of the Company with immediate effect.

3 Mr. Gurudas Vishwas Aras (DIN: 02187903) was appointed as an Additional Director of the Company with effect from July 27, 2024 in the category of ‘Independent Director.

3 Mr. Sudhir Ajitkumar Merchant (DIN:00033406) ceased to be the Independent Director of the Company with effect from July 31, 2024 as a result of cessation of his second consecutive term of 5 years as an Independent Director of the Company.

3 Ms. Shivangi Kishore Kanvinde (DIN: 10122299) was appointed as an Additional Director of the Company with effect from November 11, 2024 in the category of ‘Independent Director.

3 Dr. Sangeeta Pandit (DIN: 06748608) ceased to be the Independent Director of the Company with effect from November 12, 2024 as a result of cessation of his second consecutive term of 5 years as an Independent Director of the Company.

Even after the above changes in the Board of Directors of the Company, the Company continues to comply with the mandatory requirements related to composition of the Board of Directors as provided under Regulation 17 of the Listing Regulations.

d) Changes in Key Managerial Personnel during the year 2024-25:

3 Mr. Darshan Sheth was appointed as the ‘Chief Executive Officer (Whole–Time Key Managerial Personnel) of the Company with effect from July 11, 2024;

e) Changes in Key Managerial Personnel after closure of financial year 2024-25:

3 Dr. Sriram Swaminathan, Chief Financial Officer (Whole-time Key Managerial Personnel) resigned from the position of Chief Financial Officer and was relieved from the services of the Company on April 29, 2025.

3 In place of Dr. Sriram Swaminathan, the Company has appointed Mr. Sanjeevkumar Karkamkar, Executive Director (DIN: 00575970) of the Company as the ‘Chief Financial Officer (whole-time key managerial personnel) of the Company with effect from April 30, 2025.

6) DIVIDEND:

Your Directors do not recommend any dividend for the year under review. No amount was transferred to Reserves for the year under review.

7) SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:

In accordance with Section 129(3) of the Companies Act, 2013 and Indian Accounting Standard (Ind-AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

In pursuance of Regulation 16 of the Listing Regulations, Garnett Wire Limited (GWL), [registered number: 02624315], wholly owned subsidiary of the Company, incorporated on June 27, 1991 in the England and Wales, is a material subsidiary of the Company. The Company has prepared a policy for determining material subsidiaries which is uploaded on the Companys website and can be accessed vide weblink: https://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-on-Material-Subsidiaries-Rev.-02-07.04.2023.pdf.

The Statement in Form AOC-I containing salient features of the financial statements of Companys Subsidiaries is attached to the financial statements of the Company.

The brief details about the performance and financial position of the subsidiaries of the Company are given below:

a) ICC International Agencies Limited:

ICC International Agencies Limited (ICCIAL) recorded substantial decrease of approximately 82% in its revenue from Rs. 161.56 Lakh in the previous year to Rs. 29.06 Lakh in the financial year 2024-25. As a result of this, there was a increase in the loss after tax from Rs. 33.69 Lakh in the previous financial year to a loss of Rs. 73.97 Lakh in the year under review.

During the year under review, ICCIAL incurred substantial losses due to loss of agency agreements with the key principals. In view of this and due to difficult market conditions in the Textile Industry, the Board of Directors of the Company, after thorough assessment, arrived at a conclusion that it would now be difficult to continue with the agency business and hence approved the proposal to close the operations of ICCIAL in their meeting held on January 29, 2025. Necessary disclosure(s) in respect of closure of operations of the ICCIAL were already given to the Stock Exchange(s).

b) Garnett Wire Limited, U.K.:

Garnett Wire Limited, a U.K. Company, wholly owned subsidiary of the Company, recorded increase of approximately 5% in its revenue from ?738,701 (equivalent to Rs. 764.99 Lakh) to ?781,435 (equivalent to Rs. 842.67 Lakh). The after-tax profit is ?14,374 (equivalent to Rs. 10.94 Lakh) as against previous years loss of ?191,779 (equivalent to Rs. 196.69 Lakh).

During the year under review, Garnett Wire Limited experienced signs of positive turnaround of the market conditions resulting into improvement its performance. The upward movement in the revenue was mainly on account of improved service revenues supported by enhanced delivery performance and better stock availability to meet customer requirements.

8) AUDIT COMMITTEE:

The Company has constituted an Audit Committee pursuant to the provisions of Section 177(8) of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

Considering cessation of the term of Dr. Sangeeta Pandit (DIN: 06748608) as an Independent Director of the Company with effect from November 12, 2024, the Board of Directors of the Company in its meeting held on November 11, 2024 reconstituted the Audit Committee in compliance with Regulation 18 of the Listing Regulations as per the details given below with effect from November 12, 2024:

Sr. No. Name of the Member Designation

1. Mr. G. V. Aras Chairperson (Independent Director)

2. Mr. Darshan Bhatia Member (Independent Director)

3. Ms. Shivangi Kanvinde Member (Independent Director)

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

9) VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY:

The Company has established a "Vigil Mechanism Policy/ Whistle Blower Policy" as per Regulation 22 of the Listing Regulations. The Company has also amended this policy from time to time as per the amendments made to the Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015. The details of this Vigil Mechanism have been provided in the Corporate Governance Report and also posted on the website of the Company at: https://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-on-Vigil-Mechanism-Rev.-02-07.04.2023.pdf

10) STATUTORY AUDITORS:

P. G. Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), Pune, were reappointed as the Statutory Auditor of the Company for a period of five (5) consecutive years commencing from the conclusion of the 68^th AGM held on September 8, 2022 till the conclusion of the 73^rd AGM of the Company. Accordingly, the term of P.G. Bhagwat LLP, Chartered Accountants, Pune would expire at the conclusion of 73^rd Annual General Meeting of the Company.

11) AUDITORS REPORT:

There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors Report. Necessary responses of the Company in respect of the observations made by the Statutory Auditor have been included in this report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

12) SECRETARIAL AUDIT REPORT:

Mr. Devendra V. Deshpande (Membership No. F6099 / CP. No. 6515), Proprietor of DVD & Associates, Company Secretaries, Pune was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.

The Secretarial Audit Report for the financial year 2024-25 is annexed as Annexure - A to this Report.

There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.

13) DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 of the Company for the year ended March 31, 2025;

c) the Directors have taken proper and sufficient care for the 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;

e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

14) CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from DVD & Associates, Pune confirming compliance, is set out separately under Corporate Governance Report.

15) POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING

CRITERIA FOR THEIR PERFORMANCE EVALUATION:

In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of your Company, on recommendation of the Nomination and Remuneration Committee ("NRC"), had adopted a Nomination Policy titled as "Nomination & Remuneration Policy" pursuant to the requirements of Listing Regulations which interalia includes the Companys policy on Board diversity, selection, appointment and remuneration of Directors, criteria for determining qualifications, positive attributes, independence of a Director and criteria for performance evaluation of the Directors. The Company has also amended this policy from time to time as per the amendments made to the Listing Regulations. The Nomination & Remuneration Policy as approved by the Board is uploaded on the Companys website at: https:// cardindia.com/wp-content/uploads/2023/05/ICC-Nomination-Remuneration-Policy-Rev.-02-07.04.2023.pdf.

16) PERFORMANCE EVALUATION:

Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013, states that a formal annual evaluation needs to be done by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The performance evaluation of the Directors, the Board and its Committees was accordingly carried out based on the criteria laid down under the SEBI Circular dated January 5, 2017, for Performance Evaluation in the Nomination & Remuneration Policy and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also assessed the quality, quantity and timelines of flow of information between the Company management and the Board. Your directors express their satisfaction with the evaluation process.

17) PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year under review, none of the employees have drawn remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than 2% of the equity shares of the Company. Hence, the requirement of disclosure under Section 197(12) of the Companies Act, 2013, is not applicable.

The details of Top 10 employees together with the remuneration drawn by them is annexed as Annexure – B to this Report.

18) PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of the remuneration of each Director to the median employees remuneration for the financial year and such other details as prescribed is as given below:

The median employees remuneration for the financial year was Rs. 3 Lakh. However, no Managerial Remuneration pursuant to the provisions of the Companies Act, 2013 was paid during the year.

b) The percentage increase in remuneration of each Director, Manager, Chief Executive Officer, Chief Financial Officer or Company Secretary, if any, in the financial year:

Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed as an Executive Director of the Company with effect from August 14, 2024 at a remuneration of Rs. 40 Lakhs per annum. Subsequent to this, there was no increase in the remuneration of the Executive Director during the year under review.

Name	% increase
Mr. Darshan Sheth,	Due to changes in the position of the Chief Executive
Chief Executive Officer	Officer in the financial year under review, percentage
	increase in the remuneration of the Chief Executive
	Officer is not comparable.
	Mr. Darshan Sheth was appointed as the Chief Executive
	Officer of the Company with effect from July 11, 2024.
	The total remuneration paid to Mr. Darshan Sheth during
	the year under review is Rs. 70.32 Lakh. There was no
	increase in the remuneration of the Chief Executive
	Officer during the year.
Dr. Sriram Swaminathan,	The remuneration paid to Dr. Sriram Swaminathan during
Chief Financial Officer	the year under review was Rs. 77.34 Lakh. There was
	no increase in the remuneration of the Chief Financial
	Officer during the year under review.
	Dr. Sriram Swaminathan resigned and was relieved from
	the services of the Company with effect from April 29,
	2025.
Mr. Amogh Barve	There was no increase in the remuneration of the
Company Secretary	Company Secretary during the year under review.

c) The percentage increase in the median remuneration of employees in the financial year:

There was an increase of approximately 12.29% in the median remuneration of employees in the financial year.

d) The number of permanent employees on the rolls of the Company as on March 31, 2025: 219

e) 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:

Increase in the average percentile in the salaries of employees other than managerial personnel was approximately 30.73% whereas there was no increase in the managerial remuneration during the year under review.

f) The remuneration has been paid to all the employees of the Company in accordance with the Nomination & Remuneration Policy of the Company.

19) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO

IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All the transactions with related parties are in the ordinary course of business and at arms length basis; and therefore, disclosure in Form AOC-2 is not required.

The Policy on Related Party Transactions has been revised by the Company from time to time based on the changes made in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The updated Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at: https://cardindia.com/wp-content/uploads/2023/07/ICC-Policy-on-Related-Party-Transactions-Rev.-03-29.05.2023.pdf.

20) DEPOSITS:

During the year 2024-25, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

21) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013:

During the year under review, the Company has provided short-term loan from time to time to ICC International Agencies Limited (ICCIAL), Wholly Owned Subsidiary of the Company @ 7.50% per annum which was exempted under section 185(3)(c) of the Companies Act, 2013, and the total outstanding balance of the same as on March 31, 2025 is Rs. 140 lakhs.

Based on the evaluation of external and internal information available, prolonged working capital deficiencies and discussion with the ICCIAL management, the Company had made a provision for impairment of Rs. 289.28 Lakh towards total investment in equity shares and outstanding amount of loan given to ICCIAL as on March 31, 2024. During the year ended March 31, 2025, the Company made additional provision towards doubtful balances amounting to Rs. 112.00 Lakh on account of additional loan of Rs. 112.00 Lakh given to ICCIAL during year ended March 31, 2025.

22) SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure – C to this Report.

24) MAINTENANCE OF COST RECORDS AND APPLICABILITY OF COST AUDIT:

The Company has a costing system to help control costs and to take decisions on pricing. Pursuant to Notification No. G.S.R. 725 (E) dated July 31, 2018 whereby the Companies (Accounts) Amendment Rules, 2018 were notified, the Company is maintaining the Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013. Further, the requirement of audit of Cost Records under sub-section (2) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

25) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company operates in ERP environment and has implemented the Oracle System for the purpose of "Internal Financial Controls" within the meaning of the explanation to Section 134(5)(e) of the Companies

Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The completion of the restructuring exercise of the Finance and Accounts function of the Company got delayed due to changes in the operating personnel in the finance function. This restructuring exercise also includes restructuring of Finance and Accounts function of Companys subsidiaries, its branch at Turkey and functioning of the audit trail feature in Oracle and some of its other support functions. This exercise shall re-define the Risk Control Matrix for the purpose of strengthening internal financial controls. The restructuring activity of Finance and Accounts function also includes maintenance of the books of accounts at Turkey Branch in respect of the transactions effected at the said branch. Presently the same is prepared, monitored and kept at the Registered Office of the Company.

Your Directors expect that this restructuring exercise would be completed in the current financial year. As a result of the delay in completion of the exercise of restructuring of Finance and Accounts function, the Company was not able to provide sufficient information to the Statutory Auditors related to the Internal Financial Controls exercised by the Company.

However, this has not affected any of the internal financial controls exercised by the Company during the financial year under review. The internal financial controls of the Company are adequate and were operating effectively during the year under review.

The Companys manufacturing facility has ISO 9001 certification, which is renewed from time to time.

A firm of auditors manned by technically and commercially qualified personnel carries out internal audit, of Nalagarh plant, which is followed up by discussion with each department, the Chief Executive Officer and in the Audit Committee. Wherever risks have been identified in processes or systems, these have been addressed by implementing a more robust process.

The Company has a costing system to help control costs and to take decisions on pricing. Pursuant to Notification No. G.S.R. 725(E) dated July 31, 2018 whereby the Companies (Accounts) Amendment Rules, 2018 were notified, the Company is maintaining the Cost Records under sub-section (1) of section 148 of the Companies Act, 2013. A certificate of a Practising Cost Accountant has been obtained certifying that the Company has maintained the Cost Records as per the statutory requirements mentioned above.

26) REPORTING OF FRAUDS:

There was no instance of any fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

27) APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, the Company has neither made any application under Insolvency and Bankruptcy Code, 2016 nor there any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016.

28) DETAILS OF ONE-TIME SETTLEMENT WITH THE BANK OR FINANCIAL INSTITUTION TOGETHER

WITH DETAILS OF VALUATION:

As on March 31, 2025, the Company has not borrowed any money from any Bank or Financial Institution nor the Company has entered into any one-time settlement with any Bank of Financial institution during the year, and hence the requirement of providing details as stated under Rule 8(5) the Companies Accounts Rules, 2014 regarding the 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 alongwith the reasons thereof does not apply to the Company.

29) RISK MANAGEMENT:

The Company has in place a Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Report.

30) EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, a copy of Annual Return for the financial year 2023-24 is available on the website of the Company at http://cardindia.com/wp-content/uploads/2025/05/Annual-Return-Form-MGT-7-F.Y.-2023-24.pdf and a copy of Annual Return for the financial year 2024-25 will be made available on the website of the company after submission of the same to the Registrar of Companies.

31) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate Governance Report.

Considering the threshold requirements specified under Section 135(1) of the Companies Act, 2013, the Company was not liable for CSR spending as specified under Section 135(5) of the Companies Act, 2013, for the financial year 2024-25 and hence, has not spent any amount on CSR activities during the financial year 2024-25.

32) POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment and to conduct regular awareness programs. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2024-25, no complaints were received regarding sexual harassment.

(a) number of complaints of sexual harassment received in the year: NIL

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

33) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as stated above and disclosed elsewhere in this Report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this Report which can affect the financial position of the Company.

34) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

(ICSI):

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.

35) CHANGES IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the financial year under review.

36) COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

Company has complied with the provisions w.r.t. Maternity Benefit Act, 1961. The Company has in place a review mechanism to ensure strict adherence with the provisions of the Maternity Benefit Act, 1961.

37) APPRECIATION:

Your directors place on record their sincere thanks and appreciation for the continued support extended by Central and State Governments, bankers, customers, suppliers and members. Your Board would like to record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a significant part in the Companys operations.

ANNEXURE – A

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

The Indian Card Clothing Company Limited 14^th Floor, B Wing, AP-81, Koregaon Park Annexe, Mundhva, Pune, Maharashtra, India, 411036.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by M/s. The Indian Card Clothing Company Limited (hereinafter called "the Company").

The Secretarial Audit was conducted for the period from 1^st April 2024 to 31^st March 2025, in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances of the Company and expressing our opinion thereon. We have been engaged as Secretarial Auditors of the Company to conduct the Audit of the Company to examine the compliance of Companies Act and the laws specifically listed below.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2025 according to the provisions of the following list of laws and regulations as amended from time to time. The following are our comments on the same:

(i) The Companies Act, 2013 (the Act) and the Rules made there under:

The Company has satisfactorily complied with the provisions of the Companies Act, 2013 and the Rules made there under and there are no discrepancies observed by us during the period under review.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under:

The Company has complied with the provisions of The Securities Contracts (Regulation) Act, 1956 (‘SCRA).

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under:

The Company is a listed public company and 98.88% shares are in dematerialised form and the Company has complied with the provisions of The Depositories Act, 1996 and the Regulations and Bye-laws framed there under.

(iv) The Company has satisfactorily complied with the provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings and there are no discrepancies observed by us during the period under review.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018; [Not applicable during the review period]

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Not applicable for the period under review);

(e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable for the period under review); and

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable for the period under review);

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2018 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable for the period under review);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 except there was a delay in submission of the Material event beyond specified time limit.

The Company is a listed Company and provisions of Regulations and Guidelines mentioned above and prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) are duly complied by the Company.

I further report that, as per the opinion of the officers of the Company and information provided by them there are no specific applicable laws on the basis of activities of the Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. The Company has duly complied with the Secretarial Standards for the period under review.

(ii) The Listing Agreement entered into by the Company with BSE Limited and National Stock Exchange of India Limited, Mumbai in respect of Shares issued by the Company and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the applicable provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. which are mentioned above.

We further report that: -

There are adequate systems and processes in the company commensurate with its size & operation to monitor and ensure compliance with applicable laws including general laws, labour laws, competition law and environmental laws.

The Board of Directors of the Company is duly constituted with proper balance of executive and non-executive Directors and appointment of Independent Directors as required by Section 149 of the Companies Act, 2013. During the year following changes occurred in the Board of Directors:

a) Cessation of Mr. Alok Misra (DIN: 09198314) as Whole Time Director and Chief Executive Officer of the Company w.e.f. 17^th June, 2024.

b) Appointment of Mr. Darshan Sheth as Chief Executive Officer of the Company w.e.f. 11^th July, 2024.

c) Appointment of Mr. Sanjeevkumar Karkamkar (DIN:00575970) as an Additional Director (Non-Independent & Non-Executive) of the Company w.e.f. 18^th June, 2024 further appointed as an Executive Director of the Company, with effect from 14^th August, 2024 who shall be liable to retire by rotation.

d) Appointment of Mr. Gurudas Vishwas Aras as an Additional Independent Director of the Company w.e.f.

27^th July, 2024.

e) Cessation of Mr. Sudhir Ajitkumar Merchant as an Independent Director of the Company upon the completion of the two consecutive term as an Independent Director w.e.f. 31^st July,2024.

f) Ratification of appointment of Mr. Gurudas Vishwas Aras (DIN:02187903) as an Independent Director to hold the office for a term of 5 (five) consecutive years w.e.f. 27^th July, 2024 through Special Resolution at the 70^th Annual General Meeting. g) Ratification of appointment of Mr. Sanjeevkumar Karkamkar (DIN:00575970) as an Independent Director to hold the office for a term of 5 (five) consecutive years w.e.f. 14^th August, 2024 through Special Resolution at the 70^th Annual General Meeting.

h) Appointment of Ms. Shivangi Kishore Kanvinde (DIN: 10122299) as an Additional Independent Director of the Company w.e.f. 11^th November, 2024.

i) Cessation of Dr. Sangeeta Sanjeev Pandit (DIN: 06748608) as an Independent Director of the Company upon the completion of the two consecutive term as an Independent Director w.e.f. 12^th November,2024

j) Ratification of appointment of Ms. Shivangi Kishore Kanvinde (DIN: 10122299) as an Independent Director to hold the office for a term of 5 (five) consecutive years w.e.f. 11^th November, 2024 through Special Resolution at the Postal Ballot dated 2^nd January, 2025

Adequate notice is given to all directors about the Board and Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting. All decisions at Board and Committee Meetings were carried out with requisite majority as recorded in the minutes of the meetings of the Board of Directors.

We further report that during the audit period no major decisions, specific events/ actions have occurred which has a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except the following:

1. The Board of Directors has approved the proposal to sell ICC Chambers – I and ICC Chambers – II, the Commercial Buildings of the Company forming part of CTS No. 39A situated at Village Tungawe, Saki Vihar Road, Muranjan Wadi, Marol, Andheri East, Mumbai – 400072, Maharashtra, India.

2. The Board of Directors has Approved for Sale of a Commercial Property of the Company Comprising a freehold land along with all the structures standing thereon including a workshop building situated at S.F.No.531/1, Sowripalayam Village, Taluka Coimbatore.

3. The Board of Directors has approved for Acquiring Commercial Units in a Commercial Building Known as Jangid Trinity Situated at CTS No. 179/A, Siddharth Nagar, Borivali East, Mumbai- 400066.

4. The Board of Directors has approved the proposal for Investment in CFM Asset Reconstruction Private Limited (CFMARC) by subscribing to the Compulsory Convertible Preference shares of CFMARC.

5. During the year under review, the Board of Directors has approved the Proposal of Extending a Loan of Rs. 10 Crores to Shriji Procon LLP, Project Management Company (PMC) of Agora City Project, Baroda for meeting its Working Capital Requirements.

6. During the Financial Year under review, the Company had passed following resolutions through postal ballot on 2^nd January, 2024:

A. To approve appointment of Shivangi Kishore Kanvinde (DIN: 10122299) as an Independent Director of the Company.

ANNEXURE A

To,

The Members

The Indian Card Clothing Company Limited

14^th Floor, B Wing, AP-81, Koregaon Park Annexe, Mundhva, Pune, Maharashtra, India, 411036

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE – B

DETAILS OF TOP TEN EMPLOYEES AS ON MARCH 31, 2025, AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr.	Employee Name	Designation	Remuneration	Nature of	Qualifications	Experience	Date of	Age of the	Last Employment
No.			Received	Employment		(in years)	Commencement	Employee	before joining
			(Rs. in Lakh)				of Employment	(in years)	the Company
1	Sriram	Chief Financial Officer	77.34	Permanent	M Com, ICWA	31	February 16,	62	Punjab Chemicals
	Swaminathan			Employee			2024		and Crop Protection
	(upto April 29, 2025)								Ltd.
2	Darshan Sheth	Chief Executive Officer	70.32	Permanent	CA, MBA (Fin)	25	July 11, 2024	50	Multi-Act Group of
				Employee					Companies
3	Gurpreet Singh	Plant Head	36.62	Permanent	BE (Prod. & Ind.	20	January 3, 2024	45	Plasser India Pvt. Ltd.
				Employee	Engg.), MBA (Ops.)
4	Amogh Barve	Company Secretary	35.00	Permanent	B.Com, LLB, CS	25	March 1, 2019	45	Mohammed
		and Head - Legal &		Employee					Enterprises (METL),
		Corporate Affairs							Tanzania
5	Sandeep	Vice President -	34.37	Permanent	MBA (Mktg.)	25	March 18, 2024	56	A.T.E. Enterprises Pvt
	Bharucha	Sales & Markketing		Employee					Ltd.
	(up to June 10, 2025)
6	Vishal Upadhye	Head HR &	33.39	Permanent	MBA (HR)	21	January 3, 2019	41	Gemological Institute
		Administration		Employee					Of America (GIA) India
									Pvt. Ltd.
7	Kuppusamy	Vice President - Sales	28.90	Permanent	Diploma (Textile)	33	February 8, 2024	54	ATE Enterprises Pvt.
	Mohanraj	& Marketing		Employee					Ltd.
8	Pal Ashok Kumar	Vice President -	27.76	Permanent	B.Sc. Tech	42	November 21,	66	MMC Limited, Kolkata
		Product Development		Employee	(Textile		1988
		& Technical Support.			Technology)
9	Aksaykumar	Deputy General	26.55	Permanent	MBA (HR)	15	February 10,	37	Reliance Group
	Sharma	Ea To Chairman		Employee			2020		Support Services
		Manager- Security &							Pvt. Ltd.
10	Sanjeevkumar	Executive Director	25.27	Permanent	Graduate in	45	August 14, 2024	69	Multi-Act Group of
	Karkamkar			Employee	Commerce				Companies

ANNEXURE – C

INFORMATION IN RESPECT OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 ("Rules") for the year ended March 31, 2025 is as follows:

A) CONSERVATION OF ENERGY:

i) Steps taken or impact on conservation of energy:

As a result of the various control measures exercised during the year, the Company could achieve some savings in the energy consumption. Steps taken during the year 2024-25 towards conservation of energy are given below:

3 Optimized production batch sizes on high energy consumption units like Heat treatment furnace and reduced no of working days to reduce energy consumption.

3 Replaced conventional lighting with LED lights across the plant to reduce consumption. ii) Steps taken by the Company for utilizing alternate sources of energy:

During the year under review, the Company controlled its diesel consumption and water consumption. The Company has also taken steps to ensure zero discharge of water outside the plant area.

The Company continuously uses its best endeavor for identifying and utilizing alternate sources of energy. In this regard, the Company has started using the waste water coming out of RO Plant in the toilets and gardening area.

iii) Capital Investment on energy conservation equipment:

During the year under review, no Capital Investment was made on energy conservation equipments.

B) TECHNOLOGY ABSORPTION:

i) The efforts made towards Technology Absorption in the process:

Your Company continues to take consistent efforts towards Technology Absorption. The major steps taken during the year 2024-25 on Technology Absorption are as follows:

3 Online digital checking devices installed on machines to measure and maintain the product technical parameters, thereby improving consistency in operation maintain quality and reduce wastage.

3 Digital control systems installed on machine to improve consistency of product quality and reduce wastage.

3 Servo controllers installed in different machines to improve quality, productivity and reduce wastage.

3 For improvement of metallic wire longevity, improved processes implemented and standardized.

ii) The efforts made towards Technology Absorption in the products:

3 Developed new design wires in new metallurgy for processing of fibres in Medical textile Industries.

3 For different type of natural fibre like Jute processing on cards, new wire designed and developed.

3 Developed different profile and geometry of wires for processing of recycled fibres in Technical textile Industry

3 Tops with different higher wire point density developed to achieve superior carding efficiency while processing fine and superfine cotton mixing.

3 Designed and developed new service machinery for cotton spinning industry. iii) The benefits derived like product improvement, cost reduction, product development or import substitution:

By process developments:

3 Online digital checking devices ensured real time measurement of specific product parameter critical to the performance of products, ensuring consistent quality and reduction of process wastage.

3 Digital control systems ensure targeted maintenance of process parameters during production. This enables maintaining consistent quality and help to reduce wastage during operation.

3 Servo controllers in different machines have improved machine operation thereby improving productivity, maintaining desired quality and reducing process waste.

3 In metallic card clothing improvement in processes has helped in improving quality parameters thereby improving working life of metallic wires during processing of various fibre mix in textile spinning mill.

By product developments:

3 To address stringent requirements in technical textile industry manufacturing medical textiles, wires in new metallurgy developed with special wire design for processing fibres with better carding efficiency.

3 For processing various natural fibres like Jute to support the efforts in sustainability new design wire and processes developed to improve quality of output and increase productivity in mills.

3 Depending upon requirement of different type of fibres used in fibre recycling Industry, new design of wires developed with different wire profile and geometry. This has helped in achieving desired opening action while consistency in machine operation achieved due to prolonged life of metallic wires.

3 Different type of high wire point density in tops developed to process fine and superfine cotton mixing in mills. Higher point density of tops helps in achieving better carding efficiency and better-quality output of cards.

To cater need of servicing requirements of carding machines during operation new developments in service machine done for carding machines. This helps in improving working performance and quality output of cards.

Your Company plans to continue to carry out improvements in its manufacturing processes.

iv) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No technology was imported during the year or any time during the last three financial years.

v) The expenditure incurred on Research and Development (R&D) during the financial year 2024-25: Rs. 12.43 Lakh.

C) FOREIGN EXCHANGE USED AND EARNED:

The details of Foreign Exchange used and earned during the year are as follows:

(Rs. in Lakh)

Used	391.57
Earned	1,151.95