Your Directors have pleasure in presenting the 16^th Annual
Report of the Company together with the Audited Financial
Statements for the year ended on March 31, 2025.

1. FINANCIAL PERFORMANCE / HIGHLIGHTS

The Company’s financial performance for the year
ended on March 31, 2025 is highlighted below:

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS
OF THE COMPANY

Standalone

The Company’s total revenue stood at ^ 47,322.24
lakhs for the year ended March 31, 2025 as compared
to ^ 37,057.95 lakhs in the previous year indicating
27.70% increase from that of March 31, 2024.
Earnings before Interest, Depreciation, Tax and
Amortization (EBIDTA) for the year was ^ 4,313.15
lakhs as compared to ^ 4,120.55 lakhs in the previous
year indicating 4.67% increase from that of March 31,
2024. This reflects a robust operational performance
and sustainable growth of the Company.

This year EPS stood at ^ 14.72.

Consolidated

The Company’s total revenue stood at ^ 48,041.99
lakhs for the year ended March 31, 2025 as compared
to ^ 37,900.14 lakhs in the previous year indicating
26.76% increase from that of March 31, 2024.
Earnings before Interest, Depreciation, Tax and
Amortization (EBIDTA) for the year was ^ 4,344.32
lakhs as compared to ^ 4,138.77 lakhs in the
previous year indicating 4.97% increase from that of
March 31, 2023.

Further, this year EPS stood at ^ 14.65.

3. DIVIDEND

Considering the profit, growth and future prospects
of the Company, the Directors have decided to
recommend the Final Dividend of ^ 2.25 (22.50 %
on the face value of the share) per Equity Shares on
1,57,79,735 Equity Shares of the Company of ^ 10/-
each for the financial year ended on March 31, 2025.
The total amount of dividend recommended is ^ 3,
55, 04, 403.75/- (Rupees Three Crore Fifty Five lakhs
Four Thousand Four Hundred Three and Seventy Five
Paise)

4. TRANSFER TO RESERVES

The Company has not transferred any Amount to
General Reserve during the year 2024-2025.

5. CASH FLOW AND CONSOLIDATED FINANCIAL
STATEMENTS

The statement as required under Section 129 of
the Companies Act, 2013, in respect of the subsidiary
of the Companies viz. Bharat Refrigerations Private
Limited & IceBest Private Limited are annexed and
forms an integral part of this Report. Consolidated
Financial Statements prepared in accordance with
relevant Accounting Standards issued by the Institute
of Chartered Accountants of India, forms part of the
Annual Report and Accounts. Cash Flow Statement
is also attached as part of the Annual Report and
Accounts.

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

The Company has in place adequate internal
control systems commensurate with the size of its
operations. The internal control systems, comprising
of policies and procedures, are designed to ensure

sound management of your Company’s operations,
safekeeping of its assets, optimal utilization of
resources, reliability of its financial information and
compliance. Clearly defined roles and responsibilities
have been institutionalized. Systems and procedures
are periodically reviewed to keep pace with the
growing size and complexity of your Company’s
operations.

7. DETAILS OF SUBSIDIARY / JOINT VENTURE /
ASSOCIATE COMPANIES

Bharat Refrigerations Private Limited is wholly
owned subsidiary Company of Ice Make Refrigeration
Limited.

IceBest Private Limited, newly incorporated on 28^th
December, 2022 is subsidiary Company of Ice Make
Refrigeration Limited where Ice Make owns 60%
shares.

A statement containing the salient feature of the
financial statement of Subsidiary company under the
first proviso to sub-section (3) of section 129 in form
AOC - 1 is appended as Annexure - 5
The Company does not have any Joint Venture or
Associate Company.

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

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which these Financial
Statements relate and on the date of this report.

Further, during the financial year under report, no
significant or material orders have been passed by
any of the regulators or courts or tribunals impacting
the going concern status and operations of the
Company in future.

9. DEPOSITS

During the financial year under report, your Company
has not accepted any deposits within the meaning of
Sections 73 of the Companies Act, 2013.

10. STATUTORY AUDITORS

M/s. Umesh Shah & Associates (FRN: 114563W),
Chartered Accountants, Ahmedabad were
re-appointed as a Statutory Auditor of the Company,
for a second term of five consecutive years, at the
15^th Annual General Meeting until conclusion of
20^th Annual General Meeting of the members of the
Company.

The Auditors’ Report for the financial year ended
on March 31, 2025 forms part of this Annual Report
and the same does not contain any qualification,
reservation or adverse remark.

There have been no instances of fraud reported by
the Auditors under Section 143(12) of the Companies
Act, 2013.

11. SECRETARIAL AUDITOR

The Secretarial Audit Report given by M/s. Nishant
Pandya & Associates, Practicing Company Secretary,
Ahmedabad is enclosed herewith as Annexure - 3.
The same does not contain any qualification or
adverse remark.

In terms of Section 204 of the Companies Act, 2013,
the Board of Directors of your Company had appointed
M/s. Nishant Pandya & Associates, Practising
Company Secretaries (Firm Registration No.
S2019GJ700100), as Secretarial Auditors to conduct
an Audit of secretarial records and compliances in
accordance with the provisions of Section 204 of the
Companies Act, 2013 for the financial year ended on
March 31, 2025 upon receiving Resignation Letter,
intimating their resignation as Secretarial Auditors
of the Company for the F.Y. 2024-25, from previously
appointed Secretarial Auditor i.e. M/s. K. Jatin & Co.,
Practicing Company Secretary, Ahmedabad, dated
June 02, 2025.

Thereafter, in terms of Section 204 of the Companies
Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), the Board of Directors
has recommended the appointment of M/s.
Nishant Pandya & Associates, Practising Company
Secretaries (Firm Registration No. S2019GJ700100)
as Secretarial Auditors of the Company for a period
of 5 years and to hold office as Secretarial Auditors
from the conclusion of the ensuing 16^th AGM till
the conclusion of 21^st AGM on remuneration to be
decided by the Board or Committee thereof.

The Company has obtained consent from M/s.
Nishant Pandya & Associates., Practising Company
Secretaries to the effect that their appointment as
Secretarial Auditors of the Company for period of 5
years i.e. for the Financial Years 2025-26 to 2029¬
30, if made, will be in accordance with the provisions
of Section 204 of the Companies Act, 2013.

The Shareholders are requested to consider and
approve the appointment of the Secretarial Auditors
of the Company.

12. COST AUDITOR

The Board of Directors of your Company has
appointed Mr. Mitesh Prajapati, Proprietor of the Firm
M/s. M.I. Prajapati & Associates, Cost Accountants,
Ahmedabad as Cost Auditors to conduct audit of the
Cost Records for Financial Year to be ended on March
31, 2026.

13. COST RECORDS

The Central Government has prescribed the
maintenance of cost records under section 148(1) of
the act, for the goods supplied by the Company. The
Company has maintained proper cost records.

14. SHARE CAPITAL

The Authorised Share Capital of the Company as
at March 31, 2025 remained at ^ 1750 lakh. The
Paid-up Equity Share Capital as at March 31, 2025
remained at ^ 1577.97 lakhs. During the period
under report, your Company has not issued any share
including Sweat Equity, Convertible Debentures.

In order to broad base the Equity Capital Structure of
the Company, it is proposed to increase in Authorised
Share capital of the Company to ^ 20,00,00,000/-
divided into 2,00,00,000 Equity Shares of ^ 10/-
each. The member are requested to approve the
aforesaid increase in Authorised Share capital at the
ensuing Annual General Meeting members by way of
passing of Ordinary Resolution.

15. LISTING

The Equity Shares of the Company are listed on
Main Board Platform of National Stock Exchange of
India Limited. The Company is regular in payment of
Annual Listing Fees. The Company has paid Listing
fees up to the year 2025-26.

16. GRANT OF STOCK OPTIONS UNDER ICE MAKE

REFRIGERATION LIMITED EMPLOYEE STOCK
OPTION PLAN 2018 (“ICE MAKE ESOP 2018”)

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

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

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

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

Diluted EPS for the Consolidated Financial
Statements for the Financial Year ended March
31, 2025 is ^ 14.65 and for Standalone Financial
Statements for the Financial Year ended March
31, 2025 is ^ 14.72.

C. Details related to ESOP Schemes of the Company

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

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

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

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

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

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

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

Details are given in the Standalone and Consolidated Financial Statements for the Financial Year ended
March 31, 2025.

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

D. Details related to ESPS: Not Applicable

E. Details related to SAR: Not Applicable

F. Details related to GEBS/RBS: Not Applicable

G. Details related to Trust: Not Applicable

Post allotment of Equity Shares as aforesaid, the paid up Capital of the Company stood at f 15,77,97,350/- divided into
1,57,79,735 Equity Shares of f10/- each.

17. CREDIT RATINGS

Ice Make has received upgraded Care ratings CARE A-; Stable (Care A- Minus - Stable) in December 2024. The rating
indicates stable outlook of the Company.

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

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

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

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

A separate meeting of Independent Directors of
the Company was held on February 08, 2025 in
accordance with the provisions of Clause VII of the
Schedule IV of the Companies Act, 2013.

Retirement by Rotation

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

I. Evaluation of the Board’s Performance:

During the financial year under report, exercise of
evaluation was carried out through a structured
Evaluation process covering various aspects of
the Board’s functioning such as composition
of the Board & Committee(s), experience &
competencies, performance of specific duties &
obligations, Governance etc.

Separate exercise was carried out to evaluate
the performance of each individual Director
including the Board’s Chairman who were
evaluated on parameters such as attendance,
contribution at the meetings and otherwise,
independent judgments, safeguarding of
minority shareholders’ interest etc.

The evaluation of the Independent Directors
was carried out by the entire Board excluding
Independent Directors and that of the Chairman
and the Non Independent Directors was carried
out by the Independent Directors.

The Directors were satisfied with the evaluation
results, which reflected the overall engagement of
the Board and its Committees with the Company.

This may be considered as a statement under
provisions of Section 134(3)(p) of the Companies

Act, 2013 and Rule 8(4) of the Companies
(Accounts) Rules, 2014.

The Board of your Company is composed with
proper number of Executive and Non - Executive
Directors.

II. Remuneration Policy:

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

The policy on Remuneration of Directors, Key
Managerial Personnel and Senior Employees
can be accessed on website of the Company at
following web link: https://www.icemakeindia.
com/wp-content/uploads/2025/08/Policy-
Remuneration-Directors-Key-Managerial-
Personnal-Senior-Employees.pdf.

19. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met four times during the
financial year ended on March 31, 2025. The details
of the Board meetings and the attendance of the
Directors are provided in the Corporate Governance
Report.

20. RELATED PARTY TRANSACTION

All the related party transactions during the period
under report were entered on arm’s length basis,
in ordinary course of business and in compliance
with the applicable provisions of the Companies
Act, 2013 and relevant Regulations of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

There were no materially significant related party
transactions made by the Company with Promoters,

Directors or Key Managerial Personnel etc. which
may have potential conflict with the interest of the
Company at large.

All the related party transactions are presented to the
Audit Committee and the Board. Necessary approval
has been obtained from Audit Committee, Board of
Directors and members for the transactions with the
related parties.

The Policy on Related Party Transactions as approved
by the Board has been uploaded on the Company’s
website at the following web link: https://www.
icemakeindia.com/wp-content/uploads/2019/07/
policy-on-related-party-transaction.pdf

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

The Company promotes ethical behaviour in all its
business activities and has put in place a mechanism
wherein the employees are free to report illegal
or unethical behaviour, actual or suspected fraud
or violation of the Company’s Codes of Conduct
or Corporate Governance Policies or any improper
activity to the Chairman of the Audit Committee of
the Company or Chairman of the Board. The Whistle
Blower Policy has been duly communicated within
the Company.

Under the Whistle Blower Policy, the confidentiality
of those reporting violation(s) is protected and they are
not subject to anydiscriminatory practices. No personnel
have been denied access to the Audit Committee in this
regard.

The said Vigil Mechanism / Whistle Blower Policy
has been uploaded on website of the Company and
can be accessed at following web link: http://www.
icemakeindia.com/wp-content/uploads/2019/07/
whistle-blower-policy-and-vigil-mechanism.pdf

22. AUDIT COMMITTEE

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

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

23. NOMINATION AND REMUNERATION COMMITTEE

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

The policy, required to be formulated by the Nomination and Remuneration Committee, under Section 178(3) of the
Companies Act, 2013 is uploaded on the Company’s website at the https://www.icemakeindia.com/wp-content/
uploads/2021/06/Composition-of-the-Committees.pdf.

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

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

24. STAKEHOLDER RELATIONSHIP COMMITTEE

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

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

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

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. We have not received any sexual
harassment complaints during the year ended on March 31. 2025.

A policy adopted by the Company for Prevention of Sexual Harassment is available on its website at the following web
link: http://www.icemakeindia.com/wp-content/uploads/2019/07/policy-on-prevention-of-sexual-harassment-of-
women-at-workplace.pdf.

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

The Company has given loan to its wholly owned subsidiary and has made investment in securities of its wholly owned
subsidiary and has also made investment in Units of MF (Debt funds) which are in accordance with the provisions of
section 186 of the Act

27. MANAGERIAL REMUNERATION

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

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

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Detailed analysis of the Company’s performance is made in the Management Discussion and Analysis Report, which
forms part of this Annual Report.

29. KEY MANAGERIAL PERSONNEL:

% increase in remuneration of KMP:

30. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

A Detailed analysis of the Company’s performance
is made in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

31. CORPORATE GOVERNANCE

During the financial year under report, pursuant
to the SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015 the Company has
complied with applicable provision of Corporate
Governance and a separate report of Corporate
Governance is included as a part of Annual Report
along with requisite certificate from M/s. Kashyap R.
Mehta & Associates, Practicing Company Secretaries,
confirming compliance with the conditions of
corporate governance is annexed herewith as
Annexure - 4

32. SECRETARIAL STANDARDS

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

33. CODE OF CONDUCT

The Board has laid down a Code of Conduct (“Code”)
for the Board Members, Managerial Personnel and for
Senior Management Employees of the Company. This
Code has been posted on the Company’s website at
https://www.icemakeindia.com/policies-disclosure/
All the Board Members and Senior Management
Personnel have affirmed compliance with this Code.
A declaration signed by the Managing Director to
this effect forms part of the Corporate Governance
Report.

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

34. RISK MANAGEMENT POLICY

The Board of Directors has developed and
implemented a Risk Management Policy for the
Company.

It has identified and assessed internal and external
risks with potential impact and likelihood that
may impact the Company in achieving its strategic
objectives.

There is no such risk which in the opinion of the Board
which may threaten the existence of the Company.

The Policy lays down the procedures for risk
identification, description, evaluation, estimation,
reporting and development of action plan. The
policy includes identification of elements of risks
which mainly covers Strategic Risk, Operational
Risk, Financial Risk and Hazardous Risks. The same
can be accessed from the website of the Company
at following web link: http://www.icemakeindia.
com/wp-content/uploads/2019/07/policy-on-risk-
management.pdf

More details on the risk and concern factors have
been given in the Management Discussion & Analysis
Report.

35. CORPORATE SOCIAL RESPONSIBILITY

The Company has attracted criteria for Corporate
Social Responsibility (CSR) by crossing net profit
beyond f 5 Crores (in the financial year ended
on March 31, 2018) pursuant to the provisions of
Section 135 of the Companies Act, 2013 including
Rules framed there under.

The Company has formulated the Corporate Social
Responsibility Committee and it comprises of Mr.
Rajendra P. Patel as Chairman of the Committee
and Mr. Vipul I. Patel & Mr. Krishnakant L. Patel as
Members.

In compliance with the requirements of section
135 of the Companies Act, 2013, the Company has
laid down a CSR policy. The same can be accessed
from website of the Company at the following web
link:https://www.icemakeindia.com/wp-content/
uploads/2019/07/policy-on-corporate-social-
responsibility.pdf

The Company has contributed f 50.04 lakhs towards
Corporate Social activities. The contributions in

this regard have been also made directly and also
indirectly through trust / institutions in fields like
Education, Animal Welfare, Hunger, and Promotion of
Cold Chain for Farming etc.

The annual report on CSR during the financial year
ended on March 31, 2025 in the format prescribed
under Rule 8(1) of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed
herewith as Annexure - 6 forming part of this report.

36. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b. That such accounting policies as mentioned in
Notes to the Financial Statements have been
selected and applied consistently and judgment
and estimates have been made that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the
Company for the year ended on that date;

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

d. That the annual financial statements for the year
ended March 31, 2025 have been prepared on a
going concern basis;

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

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

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

2013

The Company has received the disclosure in
Form DIR-8 from its Directors being appointed
or reappointed and has noted that none of the
Directors are disqualified under Section 164(2)
of the Companies Act, 2013 read with Rule 14(1)
of Companies (Appointment and Qualification of
Directors) Rules, 2014.

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

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

39. WEB ADDRESS OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the draft Annual Return as on March 31,
2025 is available on the Company’s website https://
www.icemakeindia.com/

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

The Company has continued to maintain harmonious
and cordial relations with its officers, supervisors
and workers enabling the Company to maintain the
pace of growth. Training is imparted to employees at
all levels and covers both technical and behavioural
aspects.

The details of Managerial Remuneration as required
under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 is annexed herewith as “Annexure 2” as a part
to this Report. There was no employee drawing an
annual salary of ^ 102 lakhs or more where employed
for full year or monthly salary of ^ 8.50 lakhs or more
where employed for part of the year and therefore,
no information pursuant to the provisions of Rule

5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
is required to be given.

The details as per Rule 5(1) & (2) of the aforesaid
Rule are enclosed herewith as Annexure - 2.

41. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company attaches importance to the dignity
of employee irrespective of position and highly
values the cultural diversities of employees. The
Company is committed to nurturing, enhancing and
retaining its top talent through superior learning and
organizational development. This is a part of our
Corporate HR function and is a critical pillar to support
the organization’s growth and its sustainability in the
long run.

The number of Employees of the Company
are 1249 (432 Company Employees and 817
Contract Employees). The relationship between
average increase in remuneration and Company’s
performance is as per the appropriate performance
benchmarks and reflects short and long term
performance objectives appropriate to the working of
the Company and its goals.

The industrial relations continued to remain cordial
and peaceful and your Company continued to give
ever increasing importance to training at all levels
and other aspects of H. R. D.

42. TRANSFER TO THE INVESTOR EDUCATION AND
PROTECTION FUND

No amount to be transferred to the Investor Education
and Protection Fund by the Company.

43. INSURANCE

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

44. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The

Company’s policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned,
compliances of environmental regulations and
preservation of natural resources.

45. GRATUITY

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

46. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the
Company has followed the Accounting Standards
referred to in Section 133 of the Companies Act,
2013. The significant accounting policies which are
consistently applied are set out in the Notes to the
Financial Statements.

47. DEMATERIALISATION OF EQUITY SHARES

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

48. AGREEMENTS EFFECTING THE CONTROL OF THE
COMPANY

No agreements have been entered / executed by the
parties as mentioned under clause 5A of paragraph
A of Part A of Schedule III of SEBI (Listing Obligation
and Disclosures Requirements) Regulations, 2015
which, either directly or indirectly effect / impact
the Management or Control of the Company or
impose any restriction or create any liability upon the
Company.

49. INSIDER TRADING POLICY

As required under the Insider Trading Policy
Regulations of SEBI, your Directors have framed and
approved Insider Trading Policy for the Company i.e.
‘Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information’ and ‘Code
of Conduct for Regulating Monitoring and Reporting
of Trading by Designated Persons/Insiders’. The
Policy is available on the Company’s website.

50. FINANCE

The Company is enjoying Working Capital facilities
from Canara Bank, HDFC Bank. Apart from working
capital facility, The Company has been sanctioned
term loan limit of 3 Crore from Canara Bank, 48 Crore
from HDFC Bank and 7.50 Crore from AMCO Bank.
The Company is generally regular in payment of
interest and principal.

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

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

52. DISCLOSURE UNDER MATERNITY BENEFIT ACT,
1961:

The Company is in compliance of the provision of
Maternity Benefit Act, 1961 to the extent applicable.

53. ACKNOWLEDGMENT

Your Directors thanks all the Stakeholders including,
Investors, Customers, Vendors, Bankers, Auditors,
Consultants and Advisors for their continued
support during the year. We also place on record our
appreciation of the contributions of our employees at
all the levels.

The Management is deeply grateful for the confidence
and faith that all the stakeholders have reposed in
them.

Your Directors look forward for their continued
support in the future for the consistent growth of the
Company.

For and on behalf of the Board
Chandrakant P. Patel

Place: Ahmedabad Chairman & Managing Director

Date: August 07, 2025 DIN: 02441116