Your Directors take pleasure in presenting the 46th Annual Report together with the Audited Financial
Statements of your Company for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS:

The summarized financial performance of your Company for the financial year ended March 31,2025
is as under:

Note: The Company had prepared its financial statements in accordance with Indian Accounting
Standards ('Ind AS') as prescribed under Section 133 of Companies Act, 2013 read with relevant rules
thereunder and other accounting principles generally accepted in India.

OPERATIONS:

Iron & Steel is indispensable for nation building and has a direct linkage with nation's health and
growth. FY 2024-25 is one of the prosperous year for the Company in terms of profitability and other
financial parameters. The Company had achieved EBIDTA of ' 2,207.66 Lakhs during the period under
review as compared to ' 2,166.57 Lakhs in the last year. Profit before Tax positively increased by 32.76
% to ' 1,323.45 Lakhs of current year as compared to ' 996.88 Lakhs of last year. Profit after Tax is also
increased by 109.24 % to ' 1,248.72 Lakhs of current year as compared to ' 596.80 Lakhs of last year
and total comprehensive income is also increased by 111.55 % to ' 1,264.40 Lakhs of current year as
compared to ' 597.68 Lakhs of last year.

STATE OF THE COMPANY'S AFFAIRS:

FY 2024-25 has been overall a good year for the Company in terms of profitability. The turnover of the Company had decreased
on account of fall in prices of finished products as compared to last year. However, at the same time prices of raw materials
also decreased marginally. Thus, the overall margins get improved and remained at moderate level. The management of the
Company took appropriate decision at its end keeping in mind the prevailing market trends at that point of time and achieve
the desired results. The overall state of affairs of the Company keeping in mind the present market scenario is satisfactory.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

There is no such material change and commitment affecting the financial position of your Company which have occurred
between the end of the financial year of your company to which the financial statements relate and the date of the report.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:

Your company is engaged in the activity of manufacturing of steel related rolled products such as TMT, Wire rods, H. B. Wire etc.
and providing related services. Further, the Company is also involved in generation of electricity through Wind Power. There is
no change in the nature of business during the period under review.

INDUSTRY SCENARIO AND OUTLOOK:

Steel is one of the world's most innovative and essential materials. Steel is infinitely recyclable and exceptionally strong and
offers an array of sustainable benefits. Since it is produced in every region of the world, steel generates jobs and economic
growth. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-
effective labour. Consequently, the steel sector has been a major contributor to India's manufacturing output.

India continues to be one of the fastest growing major economies. The Indian economy is estimated to have recorded a solid
growth of 6.5% in FY 2024-25, on top of a strong 9.2% growth in the previous year. Private consumption expenditure accelerated
during the year, whereas gross fixed capital formation decelerated.

Steel is a product of large and technologically complex industry having strong forward and backward linkages in terms of
material flows and income generation. It is also one of the most important products of the modern world and of strategic
importance to any industrial nation. From construction, industrial machinery to consumer products, steel finds its way into a
wide variety of applications. It is also an industry with diverse technologies based on the nature and extent of raw materials
used.

India is the world's second-largest producer of crude steel. The growth in the Indian steel sector has been driven by the
domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major
contributor to India's manufacturing output. In the past 10-12 years, India's steel sector has expanded significantly. Production
has increased by 75% since 2008, while domestic steel demand has increased by almost 80%. The capacity for producing steel
has grown concurrently, and the rise has been largely organic.

Indian steel industry is modern, with state-of-the-art steel mills. It has always strived for continuous modernization of older
plants and up-gradation to higher energy efficiency levels.

India's domestic steel demand is estimated to grow by 9-10% in FY25 as per ICRA. In FY24, the production of crude steel and
finished steel stood at 143.6 MT and 138.5 MT, respectively. In FY25 (until December 2024), the production of crude steel and
finished steel stood at 110.99 MT and 106.86 MT respectively. In FY24, the consumption of finished steel stood at 135.90 MT. In
FY24, the exports and imports of finished steel stood at 7.49 MT and 8.32 MT, respectively.

The annual production of steel is anticipated to exceed 300 million tonnes by 2030-2031. By 2030-31, crude steel production
is projected to reach 255 million tonnes at 90% capacity utilization achieving 230 million tonnes of finished steel production,
assuming a 10% yield loss or a 90% conversion ratio for the conversion of raw steel to finished steel. With net exports of 24
million tonnes, consumption is expected to reach 206 million tonnes by the years 2030-2031. As a result, it is anticipated that
per-person steel consumption will grow to 160 kg.

India has enormous scope and untapped potential to increase steel consumption in almost all sectors, especially in automobiles,
engineering industries and infrastructure development. India's GDP growth is likely to move higher in the coming years due to
compulsive focus by policy makers for development of infrastructures & other sectors.

Your company is one of the major key players among the various players in the rolling mill industry in the Durgapur region of
West Bengal. It operates with a vision to become industry leader in zone which inspires its stakeholders and a well-defined
business plan with planned strategy give hope to achieve its vision.

DIVIDEND AND RESERVES:

In view of meeting capital requirements of the Company through ploughing back of profit in the business, the Directors of your
Company are intend to retain the surplus profits in the business itself. Therefore, no dividend is being recommended.

During the period under review, no amount was transferred to General Reserve.

SHARE CAPITAL:

During the financial year under review, there is no change in the capital structure of the Company and accordingly the issued,
subscribed and paid up share capital of your Company stood at Rs. 46,76,37,500/- (Rupees Forty Six Crores Seventy Six Lakhs
Thirty Seven Thousand and Five Hundred Only) comprising of 4,67,63,750 (Four Crores Sixty Seven Lakhs Sixty Three Thousand
and Seven Hundred and Fifty) number of Equity shares of Rs.10/- each fully paid up as on March 31,2025.

The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise and neither issue any
shares (including sweat equity shares) to employees of the Company under any scheme, raise any funds through preferential
allotment or through qualified institutions placement. Further, there are no shares lying in the suspense account during the
period under review.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES INDUSTRIAL RELATIONS:

During the financial year under review, industrial relations remained cordial. Employees' competencies and skills were enhanced
by exposing them to several internal and external training programmes. Various measures were taken to improve motivation
level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards
the organization.

CREDIT RATING:

The Company had not issued any debt instrument/securities or run any fixed deposit programme or any scheme or proposal
involving mobilization of funds, whether in India or abroad during the period of review. Thus, the question of obtaining external
credit rating of the Company for the instruments stated above does not arise. However, the Company had obtained working
capital facility from Public Sector Banks for which it had obtained external credit ratings for its borrowings from Acquite Ratings
and Research Limited with effect from November 2, 2021 and from Infomerics Valuation and Rating Private Limited with effect
from December 13, 2023 and the same is available on the company's website www.incredibleindustries.co.in.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under the provisions of sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo are given in the Annexure-A, which is annexed hereto and forms part of Board's Report.

DETAILS OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board
business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through
circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year, 6 (Six) Board meetings were held, details of which are given below. The maximum time gap between any two
consecutive meetings did not exceeds the prescribed time limits.

COMMITTEES OF BOARD:

The Committees of the Board as per Companies Act, 2013 are as under:

V Audit Committee

V Nomination and Remuneration Committee

V Stakeholders Relationship Committee

V Management and Finance Committee

The details of composition of the Committees of Board of Directors are as under:-

a. Audit Committee

During the period under review, the Audit Committee had met six times i.e. on May 27, 2024, August 8, 2024, September 2, 2024,
November 12, 2024, December 4, 2024 and February 14, 2025. The details of composition of the Audit Committee are as under:-

Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at www.incredibleindustries.co.in and
may be accessed at the following web-link: https://www.incredibleindustries.co.in/download/21592457662.pdf .

b. Nomination & Remuneration Committee

The Nomination & Remuneration Committee had met two times during the year i.e. on September 2, 2024 and February 14,
2025. The details of composition of the Nomination & Remuneration Committee are as under:-

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee had met once during the financial year 2024-25 on February 14, 2025. The details of
composition of the Stakeholders Relationship Committee are as under:-

d. Management and Finance Committee:

The Management and Finance Committee had not met during the financial year 2024-25. The details of composition of the
Management and Finance Committee are as under:-

BUSINESS RESPONSIBILITY REPORT:

In terms ofRegulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities
based on market capitalization (calculated as on March 31 of every financial year) is required to include Business Responsibility
Report describing the initiatives taken by the Company from an environmental, social and governance perspective, in the
format specified by SEBI with effect from December 26, 2019 and other than top 1000 listed entities may include the report on
voluntary basis. The Company falls under other than top 1000 listed entities and the preparation of the report is not mandatory.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and based on the
information provided by the Management, the Board of Directors report that:

(i) In the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting standards
read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from
the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent except as otherwise stated in the Notes to Financial Statements 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;

(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 for the financial year ended March 31,2025 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
controls are adequate and are operating effectively; and

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

BOARD INDEPENDENCE:

Our definition of 'Independence' of Directors is derived from Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures
received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent in terms of the above provisions :-

a) Shri Asit Baran Dasgupta (DIN: 02476594) (Retired w.e.f. close of business hours on September 15, 2024)

b) Shri Deepak Kumar Agarwalla (DIN: 05246888) (Appointed w.e.f. September 02, 2024)

c) Smt. Sonam Agarwal (DIN: 08054202)

d) Smt. Shilpi Modi (DIN: 02706881)

The Company had appointed Mr. Deepak Kumar Agarwalla (DIN: 05246888) as new Independent Director of the Company w.e.f.
September 02, 2024 and Mr. Asit Baran Dasgupta was retired from the close of business hours on September 15, 2024 during
the period under review.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 as well as under Regulation
16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force).

DIRECTORS:

As on March 31, 2025, the Board comprises of six Directors namely Shri Rama Shankar Gupta (DIN: 07843716), Chairman and
Managing Director (Executive), Shri Sanjay Kaloya (DIN: 07970640), Director (Non-Executive), Mr. Niket Agarwal (DIN: 07233888),
Director (Non-Executive), Shri Deepak Kumar Agarwalla (DIN:05246888), Non-Executive Independent Director, Smt. Sonam
Agarwal (DIN: 08054202), Non-Executive Independent Woman Director and Smt. Shilpi Modi (DIN: 02706881), Non-Executive
Independent Woman Director of the Company.

In accordance with the provisions of Section 152 of the Act, the Rules prescribed thereunder and your Company's Articles of
Association, Shri Niket Agarwal (DIN: 07233888) retires by rotation at the ensuing Annual General Meeting being eligible, offers
himself for re-appointment. The Board of Directors recommends the re-appointment of Shri Niket Agarwal (DIN: 07233888) at
the ensuing 46th Annual General Meeting. The resume and other information regarding re-appointment of Shri Niket Agarwal
(DIN: 07233888) as required under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "SEBI LODR”) will be given in the Notice convening the ensuing 46th Annual General
Meeting.

KEY MANAGERIAL PERSONNEL (KMPs):

Shri Rama Shankar Gupta (DIN: 07843716), Chairman and Managing Director, Shri Amit Agrawal, Chief Financial Officer and Shri
Bharat Agarwal, Company Secretary are the Whole-time Key Managerial Personnel (KMPs) of the Company as on Financial Year
ending March 31,2025.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors of the Company based on the recommendation of the Nomination and
Remuneration Committee, has formulated a Remuneration Policy. The Company's Remuneration Policy is available on the web
link https://www.incredibleindustries.co.in/download/21592457707.pdf .

The Remuneration Policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for
remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package,
criteria for identification of the Board Members and appointment of senior management.

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence
etc. are summarily given hereunder:

• The Board member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have
a Board with diverse background and experience in business, government, academics, technology, human resources,
social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the
Company's business in appropriate manner.

• Independent Director shall be person of integrity and expertise and experience and/or someone who the Committee/
Board believes could contribute to the growth/philosophy/strategy of the Company.

• In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general
understanding of the Company's business dynamics, global business, social perspective, educational and professional
background and personal achievement.

• Director should possess high level of personal and professional ethics, integrity and values. He / She should be able to
balance the legitimate interest and concern of all the Company's stakeholder in arriving at decisions, rather than advancing
the interest of a particular constituency.

• Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
He/She must have the aptitude to critically evaluate management's working as a part of a team in an environment of
collegiality and trust.

• The Committee evaluates each individual with the objective of having a group that best enables the success of the
Company's business and achieves its objectives.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

During the year, your company has duly complied with the provision of Section 186 of the Companies Act, 2013. The particulars
of loans given, investments made, guarantees given under the provisions of Section 186 read with Rule 11 of the Companies
(Meetings of Board and its Powers) Rules, 2014 are provided in the notes to the Financial Statements.

DETAILS RELATING TO MATERIAL VARIATIONS:

Disclosures regarding material variations as specified in Regulation 32(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not required to be furnished as no such events took place during the year.

RISK MANAGEMENT:

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to
minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has a well-defined process to ensure risks are identified and steps to treat them are put in place
at the right level in the management.

In terms of the requirements of the Companies Act, 2013 and Regulation 17(9) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Company has developed and implemented the Risk Management Policy. The Company

has taken adequate measures to mitigate various risk encountered. There are no risks which in the opinion of the Board threaten
the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion
and Analysis Report which forms a part of this report.

HUMAN RESOURCE:

Company's industrial relations continued to be harmonious during the period under review. The human resource philosophy
and strategy of your Company have been designed to attract and retain the best talent, creating a workplace environment that
keeps employees engaged, motivated and encourages innovation. Your Company has qualified and talented human resources
at all levels of operation. It has put concerted efforts for continuous learning and training to ensure that strong and credible
leadership is developed.

SAFETY, HEALTH AND ENVIRONMENT:

The manufacture of steel involves steps that are potentially hazardous if not executed with due care. The Company maintains the
highest safety standards within its operating units and is an ISO certified (ISO 9001:2015, 14001:2015 & 45001:2018) organization.
Further, there is a team of professionals who conducts regular training programs to implement the concept of maintain safe
operations among the employees and to educate the team on safety norms and procedures to be followed in an unfortunate
situation.

CORPORATE SOCIAL RESPONSIBILITY:

In lines with the provisions of Section 135 of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility
(CSR) Policy for the development and benefit of the weaker section of the society and the same is approved by the erstwhile
CSR Committee and the Board of Directors of the Company. The CSR Policy of the Company provides a road map for its CSR
activities. The purpose of CSR Policy is to devise an appropriate strategy and focus on its CSR initiatives and lay down the broad
principles on the basis of which the Company will fulfill its CSR objectives. As per the said policy, the Company follows the
strategy of discharging its CSR responsibilities related to social service through various trusts/societies in addition to its own
initiatives and donations made to other non-government organizations.

The CSR Policy has been uploaded on the Company's website at www.incredibleindustries.co.in and may be accessed at the
link https://www.incredibleindustries.co.in/download/Corporate%20Social%20Responsibility%20(CSR)%20Policy1736154669.
pdf . Pursuant to the requirements under Section 135 of the Companies Act, 2013 and Rules made thereunder, a report on CSR
activities and initiatives taken during the year in the prescribed format is given in Annexure-B, which is annexed hereto and
forms part of the Board's Report.

The Company has been playing a pro-active role in the socio economic growth and has contributed to all spheres ranging from
health, education, hygiene and empowerment of women, environment conservation etc. The Company becomes the part of
some of the social programs in India, touching the lives of hundreds of people positively by supporting such programs. During
the Year 2024-25, Company CSR activities are deployed through NGO's namely M/s. Friends of Tribals Society and Central Kolkata
Chartered Accountant Association to promote education in the society.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the prescribed
particulars of remuneration of employees pursuant to Section 134(3)(q) and Section 197(12) read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are given in Annexure - C to the Board's
Report and forms part of this report.

RISK AND CONCERN:

Risk management is the continuing process to identify, analysis, evaluate and treat loss exposures to monitor risk control and
financial resources to mitigate the adverse effects of loss. In today's complex business environment, effective risk management
is critical to success of any business. The Company has a risk management team, which periodically evaluating the risks

associated with the business and taking necessary initiatives to minimize its impact. This also helps the Company in taking
business decisions with balanced risks and rewards comparison. The risk management framework ensures compliance with
the requirements of relevant Regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATIONS PROGRAMME FOR IDs':

In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
in place a system of conducting the Familiarization Programme for Independent Director to familiarize them with their roles,
rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company,
etc., through various initiatives. The said policy is uploaded on the Company's website at www.incredibleindustries.co.in and
may be accessed at the link https://www.incredibleindustries.co.in/download/Familiarisation%20Programme%20For%20
Independent%20Director1725301721.pdf .

During the FY 2024-25, the Company had conducted two familiarization programme for Independent Directors of the Company
as under-

a) Major roles of Independent Director in evaluating various Corporate decisions on September 02, 2024.

b) Discussion on SEBI LODR Regulations on February 14, 2025.

PREVENTION OF INSIDER TRADING:

In terms of Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time (the
"Regulations”), the Board of Directors had framed the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information” and in terms of Regulation 9(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from
time to time (the "Regulations”), a new "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and
Immediate Relatives of Designated Persons” is hereby framed.

All Board of Directors and the designated employees have confirmed compliance with the applicable Code during the financial
year.

Both code is available on the website www.incredibleindustries.co.in of the Company and may be accessed at the link https://www.
incredibleindustries.co.in/download/21671789833.pdf and https://www.incredibleindustries.co.in/download/21671789778.
pdf .

BOARD EVALUATION:

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors
pursuant to sub-section 3(p) of Section 134 of the Companies Act, 2013 and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI”) under Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria
such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the
basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The criteria for evaluation
of Directors inter alia includes factors such as engagement, strategic planning and vision, team spirit and consensus building,
effective leadership, domain knowledge, management qualities, team work abilities, achievements, understanding and
awareness, integrity, ethics, value and openness.

The Board and the Nomination and Remuneration Committee ("NRC”) reviewed the performance of the individual directors
on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition,
the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on February 14, 2025, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The matter was also discussed in the board meeting held on February 14,
2025 at which the performance of the Board, its committees and individual directors was discussed. The performance of
Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Companies Act, 2013.
The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The
directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees
with the Company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES:

The Company does not have any subsidiaries, joint ventures and associate companies. So, the required disclosure is not
applicable to the Company.

DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

The Company does not have received any significant and material orders passed by the Regulators, Courts and Tribunals during
the period under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There are no application made or any proceedings initiated / pending under the Insolvency and Bankruptcy Code, 2016 during
the period under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF.

The Company had not approached to the Banks and Financial Institution for One Time Settlement (OTS) for loan taken by it from
them during the period under review.

INTERNAL CONTROL AND AUDIT:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope
and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence,
the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The CEO and CFO certification provided in the Annual Report discusses the adequacy of the Company's Internal Control System
and Audit.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report
of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit
Committee of the Board.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such
controls were tested and no reportable material weaknesses in the design or operation were observed.

STATUTORY AUDITORS

At the 42nd Annual General Meeting (AGM) of the Company held on the 16th September, 2021, M/s. R. Gopal & Associates,
Chartered Accountants, having (Firm Registration No. 000846C) allotted by The Institute of Chartered Accountants of India
(ICAI) were appointed as Statutory Auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of
42nd AGM till the conclusion of the 47th AGM of the Company.

The Company has received a letter from the Statutory Auditors pursuant to the provisions of Section 139 of the Companies Act,
2013 confirming that their appointment will be within the prescribed limits under the Companies Act, 2013 and that they are
not disqualified for the said appointment.

The Companies Amendment Act, 2017 has omitted the requirement of ratification of the appointment of statutory auditors at
every Annual General Meeting with effect from May 7, 2018. Hence the ratification of appointment of Statutory Auditors at the
ensuing 46th Annual General Meeting is not required.

The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments.

The Auditors' Report does not contain any qualification, reservation or adverse remark. Further, the Statutory Auditors have not
reported any incident of fraud u/s 143(12) of the Companies Act 2013, during the year under review.

COST AUDITORS

In terms of the provisions of Section 148(1) and all other applicable provisions of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, maintenance of cost records has been specified by the Central Government for
your Company and such accounts and records are made and maintained by your Company as per the requirements of the Act
during the period under review. Further, your Company has appointed M/s. Dipak Lal & Associates, Cost Accountants (a Cost
Audit Firm), as Cost Auditor of the Company for the Financial year 2025-26 to carry out audit of cost records of the Company,
who was also the Cost Auditor for the Financial year 2024-25. The remuneration proposed to be paid to them in Financial Year
2025-26 requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration
to Cost Auditors is being sought at the ensuing Annual General Meeting. The report issued by the cost auditor for the Financial
Year 2024-25 is self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016, the Board has appointed M/s. M R & Associates, a firm of Practicing Company
Secretaries, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended
March 31,2025 is annexed herewith marked as Annexure - D to this Report.

Board's comment on Secretarial Audit Report's Observation

During the period under review, the Adjudicating Officer passed an adjudication Order dated May 13, 2022 pertaining to
adjudication proceedings initiated on Company in the matter of suspected shell companies, imposing a penalty of Rs. 7,00,000/-
(Rupees Seven Lakhs Only) on the Company under the relevant rules and regulations. However, the enforcement of this order
is subject to the outcome of Civil Appeal No. 4741 of 2021 titled SEBI vs. Suzlon Energy Ltd & Anr pending before the Hon'ble
Supreme Court. The appeal is pending as on March 31, 2025. Apart from the above, the report is self-explanatory and do not
call for any further comments.

Pursuant to the amended provisions of Regulation 24A of SEBI Listing and Obligations and Disclosure Requirements (LODR)
Regulations, 2015 and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and Board of Directors have approved and recommended the appointment of
M/s. MR & Associates, a firm of Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct secretarial
audit for a period of 5 (Five) years commencing from FY 2025-26 to FY 2029- 30, for approval of the Members at ensuing
Annual General Meeting of the Company. Brief resume and other details of M/s. MR & Associates, a firm of Company Secretaries

in Practice, are separately disclosed in the Notice of ensuing AGM. M/s. MR & Associates, have given their consent to act as
Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed
limits under the Act & Rules made thereunder and SEBI LODR Regulations. They have also confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

According to the provisions of Section 188 read with Section 2(76) of the Companies Act, 2013, all transactions entered with
Related Parties during the financial year 2024-25 were on arm's length basis and were in the ordinary course of business of the
Company.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of Audit Committee
is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to omnibus
approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.
incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/download/21650358708.pdf .

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party
disclosures.

Moreover, during the year under review, the Company has entered into materially significant related party transactions and
the relevant disclosure of information pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 has been shown in AOC-2, annexed herewith marked as Annexure - E to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, no amount had been transferred to Investor Education and Protection Fund (IEPF) as no amount
was due and payable.

DISCLOSURE UNDER SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the
Company. Your Company always endeavors to create and provide an environment that is free from discrimination and
harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and
in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual
harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal
Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide
the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse. Your
Company hereby declare that it has complied with provisions relating to the constitution of Internal Complaints Committee of
Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, there was no complaint lodged with the Internal Complaint Committee, formed under "The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return
of the Company for the Financial Year ended March 31, 2025 is uploaded on the website of the Company at https://www.
incredibleindustries.co.in/menu-details.php?cat=investor-services&sub=annual-return . The final Annual Return shall be
uploaded in the same web link after the said Annual Return is filed with the Registrar of Companies, West Bengal.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual
Report.

CORPORATE GOVERNANCE:

Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices are identified,
adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the
business and for enhancement of stakeholder's value.

Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section
titled 'Report on Corporate Governance' has been included in this Annual Report along with the certificate obtained from M/s.
MR & Associates, a firm of Practicing Company Secretaries certifying compliance with the conditions of corporate governance as
stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and annexed
with the report on Corporate Governance.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards as issued and notified by Institute of Company Secretaries of
India.

FORWARD LOOKING AND CAUTIONARY STATEMENTS:

Certain statement in this Report concerning to our growth prospects, particularly those which relate to Management Discussion
& Analysis Report, describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward
looking statements' within the meaning of applicable laws and regulations. Actual results could however differ materially from
those expressed or implied. The risk and uncertainties relating to these statements include, but are not limited to, important
factors that could make a difference to the Company's operations such as global and domestic demand-supply conditions,
finished goods prices, raw materials and fuels cost and availability, transportation costs, changes in Government regulations and
tax structure, economic developments within India and other factors such as litigation and industrial relations. The Company
does not undertake to update any forward looking statements that may be made from time to time by or on behalf of the
Company.

APPRECIATION:

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at
each level, through their dedication, hard work and commitment. The Board places on record its appreciation for the continued
co-operation and support extended to the Company by various Banks, Financial Institutions, Stock Exchanges, NSDL and CDSL,
Vendors, Customers, Consultants, Central and State Government bodies, Dealers, and other Business Associates. The Board
deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

Registered office For and on behalf of the Board

14 Netaji Subhas Road
2nd Floor, Kolkata - 700 001

Sd/- Sd/-

Rama Shankar Gupta Sanjay Kaloya

Date: 28.05.2025 Chairman and Managing Director Director

(DIN: 07843716) (DIN: 07970640)

1

appointed as member w.e.f. 02.09.2024 and as chairman w.e.f. 16.09.2024

# ceased from close of business hours on 15.09.2024

All the recommendations made by the Committee are duly accepted and approved by the Board of Directors.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual
or suspected fraud or violation of the Company's code of conduct or ethics policy, if any. The Company has also provided
adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also
provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees
and the Company. During the year under review, no personnel had been denied access to the Audit Committee. The Vigil