International Conveyors Ltd Directors Report

Your Directors are pleased to present the Annual Report on the business and operations of your Company for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars	31.03.2025	31.03.2024
Revenue from operations	14,082.11	13,821.92
Other Income	10,466.03	6,634.71
Total	24,548.14	20,456.63
Profi t/ (Loss) before Exceptional Items and Taxation	11,734.94	7,663.33
Exceptional items - Income / (Loss)	(1,661.67)	–
Profi t/ (Loss) before Taxation	10,073.27	7,663.33
Provision for Taxation	2,447.99	1,451.83
Net Profi t/(Loss)	7,625.28	6,211.50
Other Comprehensive Income/ (Loss) (net of tax)	439.59	1,196.14
Total Comprehensive Income	8,064.86	7,407.64

2. REVIEW OF PERFORMANCE

During the Financial Year ended March 31, 2025, your Company has achieved a turnover of 14,082.11 Lacs as compared to turnover of 13,821.92 Lacs recorded during the previous Financial Year, registering a growth of 1.88% over previous Financial Year. Other income for the Financial Year 2024-25 stood at 10,466.03 Lacs as compared to 6,634.71 Lacs in Financial Year 2023-24, signifies a growth of 57.75% over the year. Your Company has earned profit before taxation of 10,073.27 Lacs for Financial Year ended March 31, 2025 as against the profit before taxation of 7,663.33 Lacs for the Financial Year ended March 31, 2024. Th e profit before taxation for the Financial Year ended March 31, 2025 reflects a growth of 31.45% over the corresponding profit for the Financial Year ended March 31, 2024.

3. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

A report on Companys affairs and future outlook is given as ‘Management Discussion and Analysis Report which forms part of this Annual Report.

4. SEGMENT WISE AND PRODUCT WISE PERFORMANCE

Th e segment wise and product wise performance of your Company is given in the ‘Management Discussion and Analysis Report which forms part of this Annual Report.

5. DIVIDEND

Th e Board is pleased to recommend final dividend of 0.75 (75%) [previous year 1.10 (110%)] per equity share on equity shares of face value of 1 each fully paid up, for the financial year ended March 31, 2025. Th e said dividend, if approved by the members at the ensuing Annual General Meeting would involve a cash outflow of approximately 475.34 Lacs (Previous year 697.17 Lacs), resulting in a payout of 6.23% of the standalone net profit of the Company for the Financial Year 2024-25.

Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

6. TRANSFER TO RESERVES

Your Company has transferred 10,00,00,000/- (Rupees Ten Crores) to General Reserve during the Financial Year ended March 31, 2025.

7. PUBLIC DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year ended March 31, 2025.

8. CHANGES IN SHARE CAPITAL

Th e Authorised Share Capital of your Company stood at 1,000 Lacs consisting of 9,80,00,000 equity shares of 1 each and 20,000 preference shares of 100 each as on March 31, 2025. Th e paid-up equity share capital of your Company stood at

633.79 Lacs divided into 6,33,79,000 equity shares of 1 each, as on March 31, 2025.

Th ere was no further issue of share capital such as public issue, right issue, bonus issue or preferential issue during the year. Your Company has granted 23,14,967 stock options pursuant to "ICL Employee Stock option Plan 2020" in the Financial Year 2020-21 out of which 4,85,284 and 11,59,683 stock options were surrendered by the employees during the Financial Year 2021-22 and 2022-23 respectively.

9. EMPLOYEES STOCK OPTION PLAN

With a view to motivate the key work force, seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents and to retain them for ensuring sustained growth, your Company has instituted "ICL Employee Stock Option Plan 2020" with the approval of shareholders of the Company. Th e Nomination & Remuneration Committee monitors your Companys ESOP scheme.

During the Financial Year 2020-21 the Nomination & Remuneration Committee has given its approval for grant of 23,14,967 options at its meeting held on December 24, 2020 out of which 4,85,284 and 11,59,683 stock options were surrendered by the employees during the Financial Year 2021-22 and 2022-23 respectively. A detailed report with respect to options exercised, lapsed, exercise price, vesting period, etc under "ICL Employee Stock Option Plan 2020" is disclosed on the website at https:// www.iclbelting.com/investors/under "General Reports" section.

10. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Annual Return of your Company is available on your Companys website at https://www.iclbelting.com/investors/ under "Shareholders Information" section.

11. SUBSIDIARY COMPANIES

During the year under review, no Company became or ceased to be a subsidiary, joint venture or associate of your Company. As on the date of this report, your Company has 3 (Th ree) wholly owned subsidiaries and 1 (One) step-down subsidiary, the name of which is mentioned herein below:

1. International Belting Limited

2. Conveyor Holdings Pte. Ltd.*

3. International Conveyors America Ltd.

4. International Conveyors Australia Pty Ltd. (Subsidiary of Conveyor Holdings Pte. Ltd.)

Th e Annual Reports of these subsidiaries will be made available for inspection by any member at the Corporate Office of your Company at 10 Middleton Row, Kolkata-700071, West Bengal, between 11:00 A.M. to 1:00 P.M. on any working day upto the date of ensuing AGM and the Annual Reports of aforesaid subsidiaries for the Financial Year ended March 31, 2025, shall be provided to any member upon receipt of written request. Members may also send an advance request at the email id investors@ iclbelting.com. Th e Annual Report along with Audited Financial Statements of each of the subsidiaries of your Company are also available on the website of your Company at www.iclbelting.com under "Annual Reports of Subsidiaries" section.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing the salient features of Financial Statements of the aforesaid subsidiaries (including highlights of their performance and contributions to the overall performance of your Company) has been provided in Form AOC-1 which forms part of this Annual Report.

Th e Audit Committee reviews the consolidated financial statements of your Company and the investments made by it in unlisted subsidiary Companies. Details regarding material subsidiary is given in the Corporate Governance Report which forms part of this Annual Report. Your Company has a policy in place for determining ‘material subsidiaries which is available on the website of your Company under the link: https://iclbelting.com/wp-content/uploads/2025/03/Policy-for-detemining-Material-Subsidiary.pdf

*During the year under review, the Board has approved the proposal for closure of M/s Conveyor Holdings Pte. Ltd. (CHPL), which is a Singapore entity and a Subsidiary of ICL India, as CHPL does not have any operations and has mainly the investment in International Conveyors Australia Pty. Ltd. (ICA), a Step Down Subsidiary of ICL India and loan advanced to ICA as its assets.

Th e Board also approved the proposal to make ICA, a direct Subsidiary of ICL India which is currently a Step Down Subsidiary of ICL India and a Subsidiary of CHPL. Your Company is yet to receive approval of Reserve Bank of India in this regard.

12. HOLDING COMPANY

M/s I G E (India) Pvt. Ltd. (one of the Promoters of your Company) had acquired 27,30,000 equity shares of face value of 1/- each, from Shri Surbhit Dabriwala (seller) (one of the Promoters of your Company), aggregating to 4.31% of the paid-up equity share capital of the Company, by way of inter-se transfer among Promoters on 23.05.2024. Post such acquisition, holding of M/s IGE (India) Pvt. Ltd. in M/s International Conveyors Limited has been increased to 50.02% and by virtue of the same M/s I G E (India) Pvt. Ltd. has become the Holding Company of your Company w.e.f May 23, 2024.

13. CONSOLIDATED FINANCIAL STATEMENTS

Th e consolidated financial statements of your Company and its subsidiaries for Financial Year 2024-25 have been prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. Th e audited consolidated financial statements together with the Independent Auditors Report thereon forms part of this Annual Report.

14. LISTING WITH STOCK EXCHANGES

Your Company is listed with "BSE Limited" and "Th e National Stock Exchange of India Limited" at the end of the Financial Year 2024-25.Th ere are no arrears in payment of listing fees and the stipulated listing fee for the Financial Year 2025-26 has been paid.

15. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL Composition

Your Companys Board is duly constituted and is in compliance with the requirements of the Act, Listing Regulations and the Articles of Associations of your Company. Th e Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company. Details of Board composition have been provided in the Corporate Governance Report which forms part of this Annual Report.

Board Meetings

Th e Board met 5 (five) times during the Financial Year 2024-25 i.e. on May 17, 2024; August 14, 2024; November 14, 2024; December 06, 2024 and February 13, 2025. Details of Board Meetings held during the Financial Year 2024-25 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Key Managerial Personnel

Shri Yogesh Kajaria (DIN-01832931), Chairman & Managing Director*; Shri Ashok Kumar Gulgulia, Chief Financial Officer and Ms. Dipti Sharma, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of your Company in terms of Section 2(51) and Section 203 of the Act as on March 31, 2025.

*Appointed as Chairman & Managing Director w.e.f. December 06, 2024.

Director seeking appointment/re-appointment

In terms of the Articles of Association of your Company read with Section 152 of the Act, Shri Surbhit Dabriwala (DIN-00083077), is liable to retire by rotation at the ensuing Annual General Meeting (‘AGM) and being eligible, has offered himself for reappointment. Th e Board recommends his re-appointment as a Director of your Company at the ensuing AGM, liable to retire by rotation.

Necessary resolution alongwith disclosure(s)/further information(s) required pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards SS-2 on General Meetings are given in the Notice conveying the 52nd AGM of your Company.

Changes in Board Composition

Pursuant to the provisions of Section 196 of the Act and subject to the approval of the members in the ensuing Annual General Meeting, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, had re-appointed Shri Rajendra Kumar Dabriwala (DIN-00086658) as Managing Director w.e.f. October 01, 2024 for a period of 3 (three) years as per the terms specified in the explanatory statement annexed with the Notice of the 51st Annual General Meeting, Which was subsequently approved by shareholders at the 51st Annual General Meeting held on September 27, 2024.

During the year under review, the Board, on the recommendation of Nomination and Remuneration Committee and in accordance with provisions of Section 149 of the Act and Regulation 16 of the Listing Regulations, has appointed Shri Narayan Atal (DIN-00237626) as an Additional (Non-Executive Independent) Director of your Company for a period of 5 consecutive years commencing from August 14, 2024 to August 13, 2029 (both days inclusive), which was subsequently approved by the shareholders of the Company at the 51st Annual General Meeting held on September 27, 2024. Shri J. S. Vanzara (DIN-00239574) and Shri K. T. Reddy (DIN- 03330182) ceased to be Independent Directors of your Company w.e.f the conclusion of the 51st Annual General Meeting held on September 27, 2024, upon completion of their tenure as Independent Directors.

Th e Board extends gratitude to Shri J. S. Vanzara and Shri K. T. Reddy for their invaluable service as Independent Directors on the Board and places on record its sincere appreciation for their contribution. Th eir insightful contribution has played a pivotal role in steering your Companys strategic direction and fostering growth. Shri P. S. Deshpande (DIN-09470516), Executive Director of your Company has stepped down from the post of Executive Directorship w.e.f November 13, 2024 due to personal reasons as mentioned in his resignation letter dated November 13, 2024. Th e Board places on record their appreciation for the assistance and guidance provided by Shri P. S. Deshpande, during his tenure as an Executive Director of your Company.

Shri R. K. Dabriwala (DIN-00086658) ceased to be the Managing Director of your Company w.e.f November 24, 2024 due to his sudden demise. Shri R. K. Dabriwala was on the board of your Company since its incorporation in 1973 and was instrumental in the growth of your Company. Your Company has immensely benefited from his vision and leadership during his tenure. His Sudden and unexpected demise will be irreparable loss to your Company.

During the year under review, the Board of Directors at their meeting held on December 06, 2024, on the recommendation of Nomination and Remuneration Committee, has appointed Shri Yogesh Kajaria (DIN-01832931) as Additional (Executive) Director (Designated as "Chairman & Managing Director") of the Company for a period of 3 (three) years w.e.f December 06, 2024, which was subsequently approved by the shareholders of the Company through Postal Ballot on February 21, 2025.

Declaration given by Independent Directors

Your Company has received declarations from the Independent Directors confirming that each of them meets the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) and 25(8) of Listing Regulations and there is no change in the status of their independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. All the Independent Directors have registered their names with the data bank maintained by the Indian Institute of Corporate Affairs as required under the provisions of Section 150 of the Act read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Th ey fulfill the conditions specified in the Act as well as the Rules made thereunder and are Independent to the management.

Board Evaluation

Pursuant to the provisions of the Act, the Board has carried out an annual performance evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, CSR Committee and Stakeholders Relationship Committee.

Committees of the Board

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various Committees such as:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the Financial Year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report.

Familiarisation programme for Independent Directors

It is the responsibility of the Directors/ Senior Managerial Personnel of your Company to intimate to the Independent Directors about your Companys strategy, operations, product and service offerings, markets, finance, quality etc. to make Independent Directors familiarize with the strategy, operations and functions of your Company.

Th e details of familiarization programme have been posted in the website of your Company under the link – https://iclbelting.com/wp-content/uploads/2025/03/Familarisation-Programme-for-Independent-Director.pdf

Policy on Directors appointment and remuneration

In adherence to section 178(1) of the Act, the Board of Directors of your Company regularly review the policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee. Th e details of the same is given in the Corporate Governance Report which forms part of this Annual Report.

As on the date of this Directors Report, the Nomination and Remuneration Committee consists of 3 (Th ree) Members i.e. A. Shri Narayan Atal, Chairman B. Shri Sunit Mehra, Member C. Shri Udit Sethia, Member Other information

Other details pertaining to the Directors, their appointment / cessation during the year under review and their remuneration are given in the Corporate Governance Report which forms part of this Annual Report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors to the best of their knowledge and belief, confirm that: i) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii) Th e 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 March 31, 2025 and of the Profit of the Company for that period; iii) Th e Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) Th e Directors have prepared the annual accounts of the Company on a ‘going concern basis. v) Th e Directors have laid down internal financial controls to be followed by the Company and that such internal financial control is adequate and operating effectively. vi) Th e Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has in place, an adequate system of internal financial control commensurate with its size, scale and nature of operations ensuring orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and preparation of financial records in a timely and reliable manner. Th ese systems are designed keeping in view the nature of activities carried out at each location and various business operations.

Your Companys Internal Auditors carries out Internal Audit at all manufacturing locations and offices and the Internal Audit Report is periodically reviewed by the Audit Committee. Th e Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations from time to time. Th e Internal Auditors are permanent invitee to the Audit Committee Meetings

18. RISK MANAGEMENT

Your Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across your Company and prioritise relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks. Th e objective of risk management is to have a dynamic and an optimum balance between risk and return and ensure regulatory compliance and conformity with the Board approved policies, it starts with the identification and evaluation process which is followed by optimal use of resources to monitor and minimize the risks. Your Company has in place a Risk Management Policy which is reviewed by the Audit Committee and approved by the Board of Directors of your Company.

19. STATUTORY AUDITORS

In terms of section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. G. P. Agrawal & Co., Chartered Accountants (Firm Registration No. 302082E), was re-appointed as Statutory Auditors of your Company, to hold office for a consecutive period of 5 (five) years from the conclusion of the 49th Annual General Meeting held in the year 2022 until the conclusion of the 54th Annual General Meeting to be held in the year 2027. M/s. G. P. Agrawal & Co., has not informed your Company regarding any condition rendering them ineligible to continue as the Auditors of your Company in terms of the provisions of the Act and the Rules framed thereunder. Th ey have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of Listing Regulations.

Th e reports given by the Statutory Auditors on the Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2025, forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Reports. Th e Statutory Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

20. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on February 13, 2025, appointed M/s Rajesh Kumar Shaw & Co., Company Secretaries (Membership No 12765, C.P. No 12112), as the Secretarial Auditor of your Company, to conduct the Secretarial Audit for the Financial Year ended March 31, 2025. Th e Secretarial Audit Report is annexed to this Boards Report as Annexure-I. Th e said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, pursuant to the Securities and Exchange Board of India circular no CIR/CFD/CMD1/27/2019 dated 8th February, 2019, M/s. Rajesh Kumar Shaw & Co., Company Secretaries, (Membership No 12765, C.P. No 12112) has issued Annual Secretarial Compliance Report of your Company, with respect to compliance of all applicable regulations, circulars and guidelines issued by the Securities and Exchange Board of India. Th e said report has been duly submitted to the "BSE Limited" and "Th e National Stock Exchange of India Limited".

In terms of Regulation 24A of the Listing Regulations read with section 204 of the Act and the Rules framed thereunder, it is proposed to appoint M/s. Rajesh Kumar Shaw & Co., Company Secretaries, to conduct Secretarial Audit for 5 (five) consecutive years commencing from April 01, 2025. M/s. Rajesh Kumar Shaw & Co., Company Secretaries have consented to the said appointment and have confirmed that they hold a valid certificate issued by the Peer Reviewed Board of the Institute of Company Secretaries of India (ICSI) and their appointment, if made, would be within the prescribed limits. On the recommendation of the Audit Committee, the Board recommends the appointment of M/s. Rajesh Kumar Shaw & Co., Company Secretaries, (Membership No 12765, C.P. No 12112) as the Secretarial Auditors of your Company for a term of five consecutive years from the conclusion of 52nd Annual General Meeting till the conclusion of 57th Annual General Meeting (i.e. for the period commencing from April 01, 2025 to March 31, 2030), subject to approval by the Members of the Company at the ensuing Annual General Meeting. Accordingly, a resolution proposing appointment of M/s. Rajesh Kumar Shaw & Co., Company Secretaries as the Secretarial Auditors of your Company forms part of the Notice of ensuing Annual General Meeting.

21. NON APPLICABILITY OF MAINTENANCE OF COST RECORDS

Th e Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and Rules framed thereunder with respect to your Companys nature of business.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which need to be mentioned in the Boards Report.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with applicable Secretarial Standards issued by Th e Institute of Company Secretaries of India.

24. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of Listing Regulations read with Schedule V thereto, the Corporate Governance Report of your Company for the Financial Year ended March 31, 2025 along with a Certificate from the Statutory Auditors of your Company confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report.

Other disclosures required to be made under the Listing Regulations and the Act and the Rules made thereunder, have been included in the Corporate Governance Report and / or the Financial Statements for the Financial Year ended March 31, 2025 to avoid repetition in this Boards Report.

25. MATERIAL LITIGATIONS/ORDERS

During the year under review, there were no material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2025, which would impact the going concern status and future operations of your Company. Th e details of litigation on tax matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report. During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by / against your Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application / proceeding by / against your Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2025.

26. LOANS, GUARANTEES AND INVESTMENTS

In terms of Section 186 of the Act and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed in the note no 15 and 6 respectively of the Notes to the Standalone Financial Statements for the Financial Year ended March 31, 2025, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.

27. DISCLOSURE ON REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

Th e information required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given hereunder: (i). Th e percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the FY 2024-25 and the remuneration of each Director to the median remuneration of the employees of the Company for the FY 2024-25 are as hereunder:

Sl. No.	Name	Designation	Remuneration for F.Y. 2024-25	Remuneration for F.Y. 2023-24	% increase in remuneration from previous Financial Year	Ratio of remuneration to Median remuneration of employee
1	Shri Rajendra Kumar Dabriwala*	Managing Director	3,88,09,044	4,85,03,230	NA	NA
2	Shri Yogesh Kajaria**	Chairman & Managing Director	31,85,730	–	NA	NA
3	Shri Prasad Sudhakar Deshpande***	Executive Director	33,64,024	68,06,642	NA	NA
4	Shri Ashok Kumar Gulgulia	Chief Financial Officer	26,11,300	22,86,500	14.21	5.94:1
5	Ms. Dipti Sharma	Company Secretary & Compliance Officer	8,36,200	5,52,580	51.33	1.90:1

*Shri R. K. Dabriwala ceased to be Managing Director of your Company w.e.f. November 24, 2024 hence remuneration is provided for part of the year i.e. from April 01, 2024 to November 24, 2024. Th erefore, percentage increase and ratio are not applicable. **Shri Yogesh Kajaria was appointed as Chairman & Managing Director of your Company w.e.f. December 06, 2024 hence remuneration is provided for part of the year i.e. from December 06, 2024 to March 31, 2025. Th erefore, percentage increase and ratio are not applicable.

***Shri P. S. Deshpande ceased to be the Executive Director of your Company w.e.f November 13, 2024 hence remuneration is provided for part of the year i.e. from April 01, 2024 to November 13, 2024. Th erefore, percentage increase and ratio are not applicable.

(ii). Percentage increase in median remunerations of employees in the financial year 2024-25 = 4.23%. (iii). Th e number of permanent/total employees on the rolls of your Company as on March 31, 2025 = 93

(iv). Key parameters for any variable remuneration of Directors:

Th e remuneration payable to Managing/Executive Directors has variable component which is dependent on the profit of the Company and the remuneration to Managing/Executive Directors are paid as per their agreement approved by the Board and shareholders.

(v). Average percentile decrease in the salaries of employees other than the Managerial Personnel in the FY 2024-25 was 24.67% and in case of remuneration of Managerial Personnel the decrease was 15.54%.

(vi). Affirmation that remuneration is as per the remuneration policy of your Company:

It is hereby affirmed that remuneration paid during the year ended March 31, 2025 is as per the remuneration policy of the company. Considering the provisions of Section 136 of the Act, this Annual Report, excluding the information on remuneration of employees in terms of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is being sent to the members of the Company and others entitled thereto. Th e said information would be available for inspection, by members, at the Registered Office of the Company or through electronic mode, during business hours on working days upto the date of the 52nd AGM of the Company. Any member interested in obtaining a copy thereof may write in this regard to the Company Secretary of the Company at investors@iclbelting.com.

Note-Except Managing Director/Executive Directors, no Directors have been paid any remuneration as your Company has paid them only sitting fees for attending the Board Meetings and Committee Meetings. Th ere is no increase in sitting fees payable to the Non-Executive Directors. Th e sitting fees is paid based on the number of meetings attended by the Directors during the FY 2024-25. Th e details of sitting fee paid to Non-Executive directors is provided in Corporate Governance report annexed with this report.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31, 2025, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arms length basis. All Related Party Transactions (‘RPTs) entered by your Company had prior approval of the Audit Committee, the Board of Directors and the shareholders of the Company, as required under the Act and Listing Regulations. Th e Audit Committee and the Board have also reviewed the Related Party Transactions on quarterly basis. During the year under review, there have been no materially significant Related Party Transactions having potential conflict with the interest of your Company.

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore, details required to be provided in the prescribed Form AOC-2 are not applicable to your Company. Necessary disclosures required under the Ind AS 24 have been made in Note No. 38(9) of the Notes to the Standalone Financial Statements for the Financial Year ended March 31, 2025.

Pursuant to the requirements of the Act and Listing Regulations, your Company has formulated a policy on RPTs and the same is available on Companys website at: https://iclbelting.com/wp-content/uploads/2025/03/Amended-Related-Party-Policy.pdf

29. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, in compliance with Sections 124 and 125 of the Act read with Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules) as amended from time to time, a sum of

14,931.25 (Rupees Fourteen Th ousand Nine Hundred Th irty One and Twenty Five Paise only) has been deposited into the specified bank account of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the Financial Year 2016-17.

As per the IEPF Rules, the corresponding equity shares in respect of which dividend remains unclaimed / unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, your Company has transferred 3679 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid rules.

30. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed with this Boards Report and marked as Annexure-II.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company operates on the belief that an organization should exist to serve a social purpose and enhance the lives of people connected through its business. Your Company has a CSR Policy in place which aims to ensure that your Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report.

A sum of 58,42,000/-(Rupees Fifty Eight Lacs and Forty Two Th ousand only) (inclusive of _2,92,000/- excess spent in the previous Financial Year and required to be set off) was spent on various CSR activities (covered hereinafter this report) for the Financial Year ended on March 31, 2025. Th e Annual Report on CSR activities, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, containing details of CSR expenditure, details of excess amount spent etc. is appended as Annexure-III to this Report.

Th e complete policy has been uploaded on the website of your Company at https://iclbelting.com/wp-content/ uploads/2025/04/CSR-Policy.pdf.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a Whistle Blower Policy/Vigil Mechanism in place for the Directors and employees of your Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised. Th e policy provides for a framework and process whereby concerns may be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Th e Whistle Blower Policy of your Company is placed on the website of your Company at: https://iclbelting.com/wp-content/uploads/2025/03/Vigil-Mechanism.pdf

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the organization. In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). Also, your Company had organised training programs concerning sexual harassment from time to time, for its employees and staff. Th e said training programs and workshops helped create the necessary awareness and encourage a cooperative environment in the organisation. Details on complaints as required to present are as follows: Th e number of sexual harassment complaints received during the year: Nil Th e number of such complaints disposed of during the year: Not Applicable Th e number of cases pending for a period exceeding ninety days: Nil Th e POSH Policy of your Company is placed on the website of your Company at : https://iclbelting.com/wp-content/uploads/2025/03/Policy-on-POSH-Final.pdf

34. MATERNITY BENEFITS

Your Company is in compliance of the Maternity Benefit Act, 1961.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND

THE DATE OF THIS REPORT

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year to which these Financial Statements relate i.e. March 31, 2025 and the date of this Report.

36. ACKNOWLEDGEMENTS

Th e Board acknowledges and appreciates the support rendered by all the business partners, suppliers, associates and dealers as well as the regulatory authorities of the Central and State Governments in India. Th e Board looks forward to their continued assistance and co-operation in the coming years. Th e Board is deeply grateful to its investors and shareholders for the unwavering confidence and faith in us. Th e Board appreciates and values the efforts and commitment by employees, workmen and staffs including the management headed by the Executive Directors. Th e Board wishes to place on record its deep appreciation to the Independent Directors and the Non-Executive Directors of your Company for their valuable contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company to take the appropriate decisions in achieving its business goals.

	For and on behalf of the Board of Directors
	Yogesh Kajaria
Date : August 14, 2025	Chairman & Managing Director
Place: Chhatrapati Sambhajinagar	DIN: 01832931