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, 2026.

1. FINANCIAL HIGHLIGHTS

Particulars	31.03.2026	31.03.2025
Revenue from operations	20,365.22	14,082.11
Other Income	5,845.25	10,466.03
Total	26,210.47	24,548.14
Profit/ (Loss) before Exceptional Items and Taxation	8,852.77	11,734.94
Exceptional items - Income / (Loss)	-	(1,661.67)
Profit/ (Loss) before Taxation	8,852.77	10,073.27
Provision for Taxation	2,047.41	2,447.99
Net Profit/(Loss)	6,805.36	7,625.28
Other Comprehensive Income/ (Loss) (net of tax)	(188.70)	439.58
Total Comprehensive Income	6,616.66	8,064.86

2. REVIEW OF PERFORMANCE

During the Financial Year ended March 31, 2026, your Company achieved a turnover of 20,365.22 Lacs as compared to turnover of 14,082.11 Lacs recorded during the previous Financial Year, registering a growth of 44.62% over previous Financial Year. Other income for the Financial Year 2025-26 stood at 5,845.25 Lacs as compared to 10,466.03 Lacs in Financial Year 2024-25, representing a decline of 44.15% over the year. Your Company reported profit before taxation of 8,852.77 Lacs for Financial Year ended March 31, 2026 as against 10,073.27 Lacs in the Financial Year ended March 31, 2025, reflecting a decline of 12.12% over the previous year.

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

The 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

The Board is pleased to recommend final dividend of 0.50 (50%) {previous year 0.75 (75%)} per equity share on equity shares of face value of 1 each fully paid up, for the financial year ended March 31, 2026. The said dividend, if approved by the members at the ensuing Annual General Meeting (AGM) would involve a cash outflow of approximately 318.91 Lacs (Previous year 475.34 Lacs), resulting in a payout of 4.69% of the standalone net profit of the Company for the Financial Year 2025-26.

Pursuant to the Income Tax Act, 2025, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders. 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 Income Tax Act, 2025.

6. TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserve during the Financial Year ended March 31, 2026.

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, 2026.

8. CHANGES IN SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of your Company stood at 1,000 Lacs comprising 9,80,00,000 equity shares of 1 each and 20,000 preference shares of 100 each.

The paid-up equity share capital of your Company stood at 637.81 Lacs, comprising 6,37,81,000 equity shares of 1 each, as on March 31, 2026.

During the F.Y. 2025-26, the paid up equity share capital of your Company has been increased by 4.02 Lacs pursuant to allotment of 4,02,000 equity shares of 1 each to Shri Udit Sethia (DIN-08722143), Non-Executive Director of your Company upon exercise of options under the ICL Employee Stock Option Plan 2020 (ICL ESOP 2020).

9. EMPLOYEES STOCK OPTION PLAN

With a view to motivating the key workforce, encouraging their contribution towards the growth of the Company, fostering an employee ownership culture, attracting and retaining talent and ensuring sustained growth, your Company instituted the "ICL Employee Stock Option Plan 2020" ("ICL ESOP 2020") with the approval of the shareholders of the Company. The Nomination & Remuneration Committee oversees and monitors the implementation of the ESOP Scheme.

During the Financial Year 2020-21, the Nomination & Remuneration Committee approved the grant of 23,14,967 stock options at its meeting held on December 24, 2020. Out of these, 4,85,284 and 11,59,683 stock options were surrendered by the employees during the Financial Years 2021-22 and 2022-23, respectively.

Of the remaining 6,70,000 stock options, 4,02,000 stock options were exercised by Shri Udit Sethia (DIN-08722143), Non-Executive Director of your Company, and consequently, the Company allotted 4,02,000 equity shares of face value of 1 each @ 27.86 per share to him on December 22, 2025, under ICL ESOP 2020.

A detailed report containing information relating to the options exercised, lapsed, exercise price, vesting period and other relevant details under ICL ESOP 2020 is available on the website of the Company at https://iclbelting.com/investor-category/employee-benefit-scheme-documents/

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://iclbelting.com/investor-category/annual-returns/ 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 4 (Four) wholly owned subsidiaries, the names of which are mentioned herein below:

1. International Belting Limited

2. Conveyors Holdings PTE Limited*

3. International Conveyors America Limited, INC

4. International Conveyors Australia Pty Limited *

The Annual Reports of these subsidiaries will be made available for inspection by any member at the Registered Office of your Company at Falta SEZ, Sector-II, Near Pump House No 3, Village & Mouza-Akalmegh, South 24 Parganas-743504, 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, 2026, 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. The 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 https://www.iclbelting.com/investors/ 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.

The 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

*The Board, at its meeting held on February 13, 2025, approved the proposal for closure of M/s. Conveyor Holdings Pte. Ltd. ("CHPL"), a Singapore-based subsidiary of ICL India, as CHPL does not have any business operations and primarily holds investment in International Conveyors Australia Pty. Ltd. ("ICA"), a step-down subsidiary of ICL India, along with a loan advanced to ICA.

Your Company has received the requisite approval from the Reserve Bank of India for the proposed restructuring and, pursuant thereto, acquired the entire share capital of ICA on February 13, 2026. Consequently, ICA has become a direct subsidiary of your Company.

Your Company has also initiated the process for closure of CHPL with the relevant authorities in Singapore, and the approval for the same is awaited.

12. HOLDING COMPANY

During the year under review, holding of M/s I.G.E (India) Pvt. Ltd. (IGE India) in your Company decreased from 50.02% to 45.92%. However, considering the indirect shareholding of IGE India through its subsidiaries in your Company, IGE India continues to be the Holding Company of your Company.

13. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company and its subsidiaries for Financial Year 2025-26 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. The 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 "The National Stock Exchange of India Limited" at the end of the Financial Year 2025-26. There are no arrears in payment of listing fees and the stipulated listing fee for the Financial Year 2026-27 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. The 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

The Board met 5 (five) times during the Financial Year 2025-26 i.e. on May 14, 2025; August 14, 2025; November 13, 2025; February 13, 2026 and March 26, 2026. Details of Board Meetings held during the Financial Year 2025-26 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, 2026. There were no changes in the KMPs during the year under review.

Director seeking appointment/re-appointment

In terms of the Articles of Association of your Company read with Section 152 of the Act, Shri Udit Sethia (DIN-08722143), NonExecutive Non-Independent Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment as a Director of your Company at the ensuing AGM, liable to retire by rotation.

Further, Shri Sunit Mehra is completing his first term as a Non-Executive Independent Director of your Company on September 24, 2026. Based on the recommendation of the Nomination and Remuneration Committee ("NRC") and after considering the outcome of the performance evaluation of Shri Sunit Mehra, his valuable contribution, knowledge, experience, expertise and continued association with the Company, the Board has recommended his re-appointment as a Non-Executive Independent Director of your Company for a second term of five consecutive years, commencing from September 25, 2026 to September 24, 2031, subject to the approval of the Members at the ensuing AGM.

Shri Sunit Mehra has given his consent to act as a Director and has confirmed that he meets the criteria of independence as prescribed under Section 149(6) of the Act and the applicable provisions of the Listing Regulations. He has also confirmed that he is not disqualified from being appointed as a Director under Section 164 of the Act and that he is not debarred from holding the office of Director by any order of the Securities and Exchange Board of India or any other statutory authority. Shri Sunit Mehra has also confirmed that he has registered himself with the Indian Institute of Corporate Affairs ("IICA") and his name is included in the databank maintained by IICA, as required under the applicable provisions of the Act and the rules made thereunder.

The Board is of the opinion that, considering his qualifications, expertise, experience and contribution to the deliberations of the Board and its Committees, the continued association of Shri Sunit Mehra would be in the interest of your Company. Accordingly, the Board recommends his re-appointment as a Non-Executive Independent Director for a second term of five consecutive years for approval of the Members at the ensuing AGM. His re-appointment shall not be subject to retirement by rotation.

Necessary resolution(s) alongwith disclosure(s)/further information(s) required pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards-2 on General Meetings are given in the Notice conveying the 53rd AGM of your Company.

Changes in Board Composition

During the Financial Year 2025-26, there was no change in the composition of the Board of Directors of your Company. Declaration given by Independent Directors

Your Company has received declarations from the Independent Directors confirming that each of them continue to meet 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. They 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 and the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees and individual Directors. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out evaluation of its own performance, of all the Directors individually as well as the working of its Committees for the financial year 2025-26. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors.

The evaluation process focuses on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The guidance note issued by SEBI on Board Evaluation was duly considered while conducting the evaluation exercise. Separate exercise was carried out to evaluate the performance of Individual Directors on parameters such as qualifications, experience, availability and attendance, constructive contribution, knowledge and competency etc.

The Board reviewed and analyzed the responses to the evaluation forms and accordingly completed the Board evaluation process for financial year 2025-2026 and expressed their satisfaction with the evaluation process.

The Independent Directors of your Company also had a separate meeting during the year to evaluate the performance of NonIndependent Directors and the Board as a whole along with the performance of the Chairman of your Company.

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 2025-26 are given in the Corporate Governance Report which forms part of this Annual Report.

Familiarization 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.

The details of familiarization programme have been posted in the website of your Company under the link - https://iclbelting.com/investors/ under "Code of Conduct and Policies" tab.

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. The 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 (Three) 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, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 March 31,

2026 and of the Profit of the Company for that period;

iii) The 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) The Directors have prepared the annual accounts of the Company on a going concern basis.

v) The 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) The 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 controls commensurate with its size, scale and nature of operations. These controls are designed to ensure the orderly and efficient conduct of business, including adherence to your Companys policies and procedures, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely and reliable preparation of financial information. The internal financial control systems are designed considering the nature of activities carried out at each location and the various business operations of your Company.

The Internal Auditors carry out internal audits at all manufacturing locations and offices of your Company, and the Internal Audit Reports are periodically reviewed by the Audit Committee. The Audit Committee reviews the comprehensiveness and effectiveness of the internal audit process and provides its suggestions and recommendations from time to time. The significant observations and recommendations of the Internal Auditors, along with the managements responses thereto, are placed before the Audit Committee for its review. The Audit Committee keeps the Board of Directors informed of its significant observations and recommendations from time to time.

The Internal Auditors are permanent invitees to the meetings of the Audit Committee.

18. RISK MANAGEMENT

Your Company believes that risk resilience is key to achieving sustainable 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.

The 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. They 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.

The reports given by the Statutory Auditors on the Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2026, forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Reports. The Statutory Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

In accordance with the National Financial Reporting Authority Circular dated January 7, 2026, the Board has adopted a framework to ensure effective two way communication between Those Charged with Governance and Statutory Auditors.

20. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) and the Listing Regulations, the Board of Directors at their meeting held on, August 14, 2025, based on the recommendation of Audit Committee, approved and recommended the appointment of 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 a period of five consecutive years commencing from April 01, 2025 to March 31, 2030 (i.e. for FY 2025-26 to 2029-30), subject to the approval of members, which was duly obtained at the 52nd AGM held on 24.09.2025. The Secretarial Audit Report issued by M/s Rajesh Kumar Shaw & Co, Company Secretaries for the F.Y. ended March 31, 2026 is attached as an "Annexure-I" to this Report. The 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. The said report has been duly submitted to the "BSE Limited" and "The National Stock Exchange of India Limited".

21. NON APPLICABILITY OF MAINTENANCE OF COST RECORDS

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, is not applicable to your Company.

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 The 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, 2026 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. The details of Credit Rating are given in the said 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, 2026 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, 2026, which would impact the going concern status and future operations of your Company. The 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, 2026.

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, 2026, 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

The 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). The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the F.Y. 2025-26 and the ratio of remuneration of each Director to the median remuneration of the employees of your Company for the F.Y. 2025-26 are as hereunder:

Name	Designation	Remuneration for F.Y. 2025-26	Remuneration for F.Y. 2024-25	% increase in remuneration from previous Financial Year	Ratio of remuneration to Median remuneration of employees
Shri Yogesh Kajaria*	Chairman & Managing Director	1,74,04,548	31,85,730	NA	NA
Shri Ashok Kumar Gulgulia	Chief Financial Officer	27,03,469	26,11,300	3.53	6.14:1
Ms. Dipti Sharma	Company Secretary & Compliance Officer	9,20,701	8,36,200	10.10	2.09:1

*Shri Yogesh Kajaria was appointed as Chairman & Managing Director of your Company w.e.f. December 06, 2024 hence remuneration provided for F.Y. 2024-25 covers part of the year i.e. from December 06, 2024 to March 31, 2025. There was no increase in remuneration during the F.Y. 2025-26 and hence percentage increase is not applicable. Further, remuneration paid during the financial year 2025-26, includes payment of variable incentive, in terms of Shareholders Approval. Hence, ratio is not meaningful.

(ii) . Percentage increase in median remunerations of employees in the financial year 2025-26= 0.16%.

(iii) . The number of permanent/total employees on the rolls of your Company as on March 31, 2026 =88

(v) . Average percentile increase in the salaries of employees other than the Managerial Personnel in the F.Y. 2025-26 was 3.23%

and in case of remuneration of Managerial Personnel the decrease was 56.89%.

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

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and all other employees during the financial year ended March 31, 2026 was in accordance with the Nomination and Remuneration Policy of the Company.

Pursuant to 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. The said information is 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 53rd 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.

Notes -

(a) Non-Executive Directors including Independent Directors are paid only sitting fees for attending meetings of the Board and its Committees. Since there was no increase in the sitting fees during the financial year, the percentage increase in remuneration is not applicable. The sitting fees is paid based on the number of meetings attended by the Directors during the FY 2025-26. The details of sitting fee paid to Non-Executive Directors is provided in Corporate Governance report annexed with this report.

(b) During the year under review, 4,02,000 stock options were exercised by Shri Udit Sethia, Non-Executive Director of your Company, and consequently, the Company allotted 4,02,000 equity shares of 1 each to him on December 22, 2025, under ICL ESOP2020.

(c) The 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.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31, 2026, 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. The 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, 2026.

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 6,939.35 (Rupees Six Thousand Nine Hundred Thirty Nine and Thirty 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 2017-18.

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 46,517 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 believes that an organisation should serve a broader social purpose and contribute towards enhancing the lives of the communities and people connected with its business. In furtherance of this objective, your Company has in place a Corporate Social Responsibility ("CSR") Policy, which aims to ensure that the Company conducts its business in an economically, socially and environmentally sustainable manner, while recognising and balancing the interests of all its stakeholders.

The composition of the CSR Committee and other relevant details relating to CSR activities of your Company including the salient features of CSR policy have been provided in the Corporate Governance Report forming part of this Annual Report.

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

During the Financial Year ended March 31, 2026, your Company spent 68,00,000/- (Rupees Sixty Eight Lacs only) towards various CSR activities undertaken in accordance with its CSR Policy and the applicable provisions of the Act.

The Annual Report on CSR Activities, prepared in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, containing details of CSR expenditure and other prescribed particulars, including details of excess amount spent, wherever applicable, is appended as Annexure-III to this Report.

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. The 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. The 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 providing a safe and secure environment to its women employees across its functions and for other women stakeholders, reconising them as an integral and valued part of the Organisation. In compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) (as amended) and Rules framed thereunder, your Company has adopted a Policy on Prevention of Sexual Harassment at Workplace and has constituted the Internal Complaint Committee ("ICC") in accordance with the applicable provisions of the POSH Act.

Your Company conducts awareness and training programmes on prevention of sexual harassment from time to time for its employees and staff. These programmes and workshops are aimed at creating awareness regarding the provisions of the POSH Act and fostering a safe, respectful and inclusive work environment. The details of sexual harassment complaints received and disposed of during the Financial Year 2025-26 are as follows:

The number of sexual harassment complaints received during the year: 1

The number of such complaints disposed of during the year: 1

The number of cases pending for a period exceeding ninety days: Nil

The 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 with the provisions 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, 2026 and the date of this Report.

36. ONE-TIME SETTLEMENT WITH BANK OR FINANCIAL INSTITUTIONS

During the year under review, there were no instances of one-time settlement with any Bank or Financial Institutions.

37. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of your Company during the year under review.

38. ACKNOWLEDGEMENTS

The Board acknowledges and places on record its sincere appreciation for the continued support and co-operation extended by all business partners, suppliers, associates, dealers and other stakeholders, as well as the regulatory authorities of the Central and State Governments in India. The Board looks forward to their continued support and co-operation in the years ahead. The Board expresses its sincere gratitude to the investors and shareholders of your Company for their continued confidence, trust and support.

The Board also appreciates the dedication, commitment and valuable contribution of the employees, workmen and staff at all levels, including the management led by the Executive Directors. The Board places on record its deep appreciation for the valuable guidance and contribution of the Independent Directors and Non-Executive Directors of your Company, whose strategic insights, knowledge, experience and guidance have contributed significantly to the Companys decision-making process and in achieving its business objectives.

	For and on behalf of the Board of Directors
	Yogesh Kajaria
Date : August 14, 2026	Chairman & Managing Director
Place: Kolkata	DIN: 01832931