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

1. FINANCIAL HIGHLIGHTS

(' in Lacs)

2. REVIEW OF PERFORMANCE

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

3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

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

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

6. TRANSFER TO RESERVES

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

7. PUBLIC DEPOSIT

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

8. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of your Company stood at '1,000 Lacs consisting of 9,80,00,000 equity shares of '1 each and
20,000 preference shares of '100 each as on March 31, 2025. The paid-up equity share capital of your Company stood at
'633.79 Lacs divided into 6,33,79,000 equity shares of '1 each, as on March 31, 2025.

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

9. EMPLOYEES STOCK OPTION PLAN

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

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

10. ANNUAL RETURN

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

11. SUBSIDIARY COMPANIES

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

1. International Belting Limited

2. Conveyor Holdings Pte. Ltd.*

3. International Conveyors America Ltd.

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

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

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

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

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

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

12. HOLDING COMPANY

M/s I G E (India) Pvt. Ltd. (one of the Promoters of your Company) had acquired 27,30,0 0 0 equity shares of face value of '1/-
each, from Shri Surbhit Dabriwala (seller) (one of the Promoters of your Company), aggregating to 4.31% of the paid-up equity
share capital of the Company, by way of inter-se transfer among Promoters on 23.05.2024. Post such acquisition, holding of M/s
IGE (India) Pvt. Ltd. in M/s International Conveyors Limited has been increased to 50.02% and by virtue of the same M/s I G E
(India) Pvt. Ltd. has become the Holding Company of your Company w.e.f May 23, 2024.

13. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company and its subsidiaries for Financial Year 2024-25 have been prepared
in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') as well as in accordance with the Indian Accounting
Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial
statements together with the Independent Auditor’s 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
2024-25.There are no arrears in payment of listing fees and the stipulated listing fee for the Financial Year 2025-26 has been
paid.

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

Your Company's 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 2024-25 i.e. on May 17, 2024; August 14, 2024; November 14, 2024;
December 06, 2024 and February 13, 2025. Details of Board Meetings held during the Financial Year 2024-25 have been
provided in the Corporate Governance Report which forms part of this Annual Report.

Key Managerial Personnel

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

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

Director seeking appointment/re-appointment

In terms of the Articles of Association of your Company read with Section 152 of the Act, Shri Surbhit Dabriwala (DIN-0 0 0 8 3 077),
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.

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

Changes in Board Composition

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

During the year under review, the Board, on the recommendation of Nomination and Remuneration Committee and in
accordance with provisions of Section 149 of the Act and Regulation 16 of the Listing Regulations, has appointed Shri Narayan
Atal (DIN-00237626) as an Additional (Non-Executive Independent) Director of your Company for a period of 5 consecutive
years commencing from August 14, 2024 to August 13, 2029 (both days inclusive), which was subsequently approved by the
shareholders of the Company at the 51st Annual General Meeting held on September 27, 2 0 24.

Shri J. S. Vanzara (DIN-00239574) and Shri K. T. Reddy (DIN- 03330182) ceased to be Independent Directors of your Company
w.e.f the conclusion of the 51st Annual General Meeting held on September 27, 2024, upon completion of their tenure as
Independent Directors.

The Board extends gratitude to Shri J. S. Vanzara and Shri K. T. Reddy for their invaluable service as Independent Directors on
the Board and places on record its sincere appreciation for their contribution. Their insightful contribution has played a pivotal
role in steering your Company's strategic direction and fostering growth.

Shri P. S. Deshpande (DIN-09470516), Executive Director of your Company has stepped down from the post of Executive
Directorship w.e.f November 13, 2024 due to personal reasons as mentioned in his resignation letter dated November 13, 2024.
The Board places on record their appreciation for the assistance and guidance provided by Shri P. S. Deshpande, during his
tenure as an Executive Director of your Company.

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

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

Your Company has received declarations from the Independent Directors confirming that each of them meets the criteria of
independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) and 25(8) of Listing Regulations and there is no
change in the status of their independence and have confirmed that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Independent Directors have registered their names with the data bank maintained by the Indian Institute of Corporate
Affairs as required under the provisions of Section 150 of the Act read with Rule 6(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high
integrity and repute. 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, the Board has carried out an annual performance evaluation of its own performance,
the performance of Directors individually as well as the evaluation of the working of its Audit Committee, Nomination &
Remuneration Committee, CSR Committee and Stakeholders Relationship Committee.

Committees of the Board

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

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

Familiarisation programme for Independent Directors

It is the responsibility of the Directors/ Senior Managerial Personnel of your Company to intimate to the Independent Directors
about your Company's 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/wp-content/uploads/2025/03/Familarisation-Programme-for-Independent-Director.pdf

Policy on Directors' appointment and remuneration

In adherence to section 178(1) of the Act, the Board of Directors of your Company regularly review the policy on Director's
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, 2025, 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,

2025 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 control commensurate with its size, scale and nature of
operations ensuring orderly and efficient conduct of its business, including adherence to your Company's policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and preparation
of financial records in a timely and reliable manner. These systems are designed keeping in view the nature of activities carried
out at each location and various business operations.

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

18. RISK MANAGEMENT

Your Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to
identify key risks across your Company and prioritise relevant action plans to mitigate these risks. Risk Management framework
is reviewed periodically which includes discussing the management submissions on risks, prioritising key risks and approving
action plans to mitigate such risks.

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 20 27.

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, 2025, forms part of this Annual Report and there is no qualification, reservation, adverse remark
or disclaimer given by the Statutory Auditors in their Reports. The Statutory Auditors of your Company have not reported any
fraud in terms of the second proviso to Section 143(12) of the Act.

20. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on February 13, 2025, appointed M/s Rajesh
Kumar Shaw & Co., Company Secretaries (Membership No 12765, C.P. No 12112), as the Secretarial Auditor of your Company,
to conduct the Secretarial Audit for the Financial Year ended March 31, 2025. The Secretarial Audit Report is annexed to this
Board's Report as Annexure-I. The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark
or disclaimer.

Further, pursuant to the Securities and Exchange Board of India circular no CIR/CFD/CMD1/27/2019 dated 8th February, 2019,
M/s. Rajesh Kumar Shaw & Co., Company Secretaries, (Membership No 12765, C.P. No 12112) has issued Annual Secretarial
Compliance Report of your Company, with respect to compliance of all applicable regulations, circulars and guidelines issued
by the Securities and Exchange Board of India. The said report has been duly submitted to the "BSE Limited" and "The National
Stock Exchange of India Limited".

In terms of Regulation 24A of the Listing Regulations read with section 204 of the Act and the Rules framed thereunder, it is
proposed to appoint M/s. Rajesh Kumar Shaw & Co., Company Secretaries, to conduct Secretarial Audit for 5 (five) consecutive
years commencing from April 01, 2025.

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

21. NON APPLICABILITY OF MAINTENANCE OF COST RECORDS

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

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the audit committee,
under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the
details of which need to be mentioned in the Board's 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, 2025 along with a Certificate from the Statutory Auditors of your Company
confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of
this Annual Report.

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

25. MATERIAL LITIGATIONS/ORDERS

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

26. LOANS, GUARANTEES AND INVESTMENTS

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

27. DISCLOSURE ON REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

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 FY 2024-25
and the remuneration of each Director to the median remuneration of the employees of the Company for the FY 2024-25 are as
hereunder:

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

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.

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

and in case of remuneration of Managerial Personnel the decrease was 15.54%.

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

It is hereby affirmed that remuneration paid during the year ended March 31, 2025 is as per the remuneration policy of the
company.

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

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

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31, 2025, all transactions with the Related Parties as defined under the Act read with
Rules framed thereunder, were in the ordinary course of business and at arm's 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
arm's length basis, therefore, details required to be provided in the prescribed Form AOC-2 are not applicable to your Company.
Necessary disclosures required under the Ind AS 24 have been made in Note No. 38(9) of the Notes to the Standalone Financial
Statements for the Financial Year ended March 31, 2025.

Pursuant to the requirements of the Act and Listing Regulations, your Company has formulated a policy on RPTs and the same
is available on Company's website at:

https://iclbelting.com/wp-content/uploads/2025/03/Amended-Related-Party-Policy.pdf

29. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, in compliance with Sections 124 and 125 of the Act read with Investor Education & Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules') as amended from time to time, a sum of
'14,931.25 (Rupees Fourteen Thousand Nine Hundred Thirty One and Twenty Five Paise only) has been deposited into the
specified bank account of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the Financial Year
2016-17.

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

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

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

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

A sum of ?58,42,000/-(Rupees Fifty Eight Lacs and Forty Two Thousand only) (inclusive of 2,92,000/- excess spent in the
previous Financial Year and required to be set off) was spent on various CSR activities (covered hereinafter this report) for the
Financial Year ended on March 31, 2025. The Annual Report on CSR activities, in accordance with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, containing details of CSR expenditure, details of excess amount spent etc. is appended
as Annexure-III to this Report.

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

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company
has a Whistle Blower Policy/Vigil Mechanism in place for the Directors and employees of your Company through which genuine
concerns regarding various issues relating to inappropriate functioning of the organization can be raised. 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 provide a safe and secure environment to its women employees across its functions and other
women stakeholders, as they are considered as integral and important part of the organization. In terms of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and Rules framed thereunder, your
Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of Internal Complaints
Committee (ICC). Also, your Company had organised training programs concerning sexual harassment from time to time, for
its employees and staff. The said training programs and workshops helped create the necessary awareness and encourage a
cooperative environment in the organisation. Details on complaints as required to present are as follows:

The number of sexual harassment complaints received during the year: Nil
The number of such complaints disposed of during the year: Not Applicable
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 of the Maternity Benefit Act, 1961.

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

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

36. ACKNOWLEDGEMENTS

The Board acknowledges and appreciates the support rendered by all the business partners, suppliers, associates and dealers
as well as the regulatory authorities of the Central and State Governments in India. The Board looks forward to their continued
assistance and co-operation in the coming years. The Board is deeply grateful to its investors and shareholders for the unwavering
confidence and faith in us.

The Board appreciates and values the efforts and commitment by employees, workmen and staffs including the management
headed by the Executive Directors. The Board wishes to place on record its deep appreciation to the Independent Directors and
the Non-Executive Directors of your Company for their valuable contribution by way of strategic guidance, sharing of knowledge,
experience and wisdom, which help your Company to take the appropriate decisions in achieving its business goals.

For and on behalf of the Board of Directors
Yogesh Kajaria

Date : August 14, 2025 Chairman & Managing Director

Place: Chhatrapati Sambhajinagar DIN: 01832931

1

Shri R. K. Dabriwala ceased to be Managing Director of your Company w.e.f. November 24, 2024 hence remuneration is provided
for part of the year i.e. from April 01, 2024 to November 24, 2024. Therefore, percentage increase and ratio are not applicable.

2

Shri Yogesh Kajaria was appointed as Chairman & Managing Director of your Company w.e.f. December 06, 2024 hence
remuneration is provided for part of the year i.e. from December 06, 2024 to March 31, 2025. Therefore, percentage increase
and ratio are not applicable.

3

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

(ii) . Percentage increase in median remunerations of employees in the financial year 2024-25 = 4.23%.

(iii) . The number of permanent/total employees on the rolls of your Company as on March 31, 2025 = 93