Directors Report of ICE Make Refrigeration Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 15th Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2024.

1. FINANCIAL PERFORMANCE / HIGHLIGHTS

The Company''s financial performance for the year ended on March 31, 2024 is highlighted below:

('' In lakhs)
Particulars	Standalone Results
	Year Ended March 31, 2024	Year Ended March 31, 2023
Net Revenue From Operations	36,959.85	30,268.86
Add: Other Incomes	98.10	154.64
Total Income	37,057.95	30,423.50
Earnings before Interest, Depreciation, Tax & Amortization	4,120.55	3,285.99
Less: Depreciation and Amortization	(350.87)	(331.07)
Earnings before Interest & Tax	3,769.68	2,954.92
Less: Finance Cost	(185.44)	(114.56)
Profit Before Tax	3,584.24	2,840.36
Less: Provisions for Income Tax including Deferred Tax	(922.52)	(735.36)
Profit After Tax	2,661.72	2,105
Profit Carried to Balance Sheet	2,661.72	2,105
Total Reserves & Surplus	9,266.54	6,923.25

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY

Standalone

The Company''s total revenue stood at '' 37,057.95 lakhs for the year ended March 31, 2024 as compared to '' 30,423.50 lakhs in the previous year indicating 21.81% increase from that of March 31, 2023. Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was '' 4,120.55 lakhs as compared to '' 3,285.99 lakhs in the previous year indicating 25.40% increase from that of March 31, 2023. This reflects a robust operational performance and sustainable growth of the Company.

This year EPS stood at '' 16.87.

Consolidated

The Company''s total revenue stood at '' 37,900.14 lakhs for the year ended March 31, 2024 as compared to '' 31,332.58 lakhs in the previous year indicating 20.96% increase from that of March 31, 2023. Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was '' 4,138.77 lakhs as compared to '' 3,323.47 lakhs in the previous year indicating 24.53% increase from that of March 31, 2023.

Further, this year EPS stood at '' 16.56.

3. DIVIDEND

Considering the profit, growth and future prospects of the Company, the Directors have decided to recommend the Final Dividend of '' 2.00 (20 % 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, 2024. The total amount of dividend recommended is '' 3, 15, 59,470/- (Three Crore Fifteen lakhs Fifty Nine Thousand Four Hundred Seventy)

4. TRANSFER TO RESERVES

There has not transferred any Amount to General Reserve during the year 2023-2024.

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, form 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

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 December 28, 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 appointed as a Statutory Auditor of the Company at the 10th Annual General Meeting until conclusion of 15th Annual General Meeting of the members of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the reappointment of M/s. Umesh Shah & Associates (FRN:

114563W), Chartered Accountants, Ahmedabad as the Statutory Auditors of the Company, for a second term of five consecutive years, from the conclusion of the 15th Annual General Meeting till the conclusion of the 20th Annual General Meeting for approval of shareholders of the Company.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s. Umesh Shah & Associates (FRN: 114563W).

The Auditors'' Report for the financial year ended on March 31, 2024 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

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. K. Jatin & Co., Practicing Company Secretary, Ahmedabad as a 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, 2024.

The Secretarial Audit Report given by M/s. K. Jatin & Co., Practicing Company Secretary, Ahmedabad is enclosed herewith as Annexure - 3.

The same does not contain any qualification or adverse remark.

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, 2025.

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 paid up Equity Share Capital as at March 31, 2024 remained at '' 1,577.97 lakh. During the period under report, your Company has not issued any share including Sweat Equity, Convertible Debentures.

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 2024-25.

16. GRANT OF STOCK OPTIONS UNDER ICE MAKE REFRIGERATION LIMITED EMPLOYEE STOCK OPTION PLAN 2018 (âICE MAKE ESOP 2018â)

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 3,92,000 (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, 2024 is '' 16.56 and for Standalone Financial Statements for the Financial Year ended March 31, 2024 is '' 16.87

C. Details related to ESOP Schemes of the Company i. Description of ESOP Scheme that existed any time during the year :
Particulars	Ice Make ESOP 2018
Date of approval of shareholders	October 26, 2018
Total number of options/units approved by the shareholders	392000
Vesting requirements	Period of Vesting	% of Options to be vested
	Upon expiry of 12 months from the date of Grant	30%
	Upon expiry of 24 months from the date of Grant	30%
	Upon expiry of 36 months from the date of Grant	40%
Exercise Price or pricing formula	'' 57/- per Option
Maximum term of options granted	Within 3 months from the date of vesting
Sources of shares (primary, secondary or combination)	Primary
Variation in terms of options	Nil
Other Terms	As per the Scheme and the Letter of Grant

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

Particulars	ESOP 2018
Grant Date	March 15, 2019
No of options granted	156000
Weighted average price per option (In '')	Weight	Call Value	Weighted average price per option (In '')
	30%	22.51	675.3
	30%	26.80	804.0
	40%	30.06	1,202.4
	100		2,681.7

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, 2024.

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 '' 15,77,97,350/- divided into 1,57,79,735 Equity Shares of ''10/- each.

17. CREDIT RATINGS

Ice Make has received Care BBB (Care Triple B Plus) from CRISIL in January 2018 which is maintained till date. The rating indicates stable and positive outlook of the Company.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL Particulars of Executive Directors and KMP
SR	NAME	DESIGNATION	APPOINTMENT DATE OF CURRENT
NO			DESIGNATION
1	Mr. Chandrakant P. Patel	Chairman & Managing Director	05/09/2017
2	Mr. Rajendra P. Patel	Joint Managing Director	05/09/2017
3	Mr. Vipul I. Patel	Joint Managing Director	05/09/2017
4	Mr. Ankit P. Patel	Chief Financial Officer	05/09/2017
5	Mr. Mandar B. Desai	Company Secretary and Compliance Officer	02/03/2019

Their brief profile forms part of the Management Profile section of this Annual Report. Non - Executive Independent Directors
SR NO	NAME	DESIGNATION	APPOINTMENT DATE
1	Ms. Darsha R. Kikani	Non-Executive Women Independent Director	05/09/2017
2	Mr. Harshadrai P. Pandya	Non - Executive Independent Director	05/09/2017
3	Mr. Krishnakant L. Patel	Non - Executive Independent Director	05/09/2017
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 10, 2024 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. Vipul I. 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: http://www.icemakeindia. com/wp-content/uploads/2019/07/policy-on-remuneration-of-directors-key-managerial-personnel-and-senior-employees.pdf

19. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met six times during the financial year ended on March 31, 2024. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

20. RELATED PARTY TRANSACTION

AH 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.

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/ policv-on-related-partv-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 any discriminatory 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.

Sr. No.	Name	Committee Position	Company Designation
1	Ms. Darsha R. Kikani	Chairman	Non - Executive & Independent Director
2	Mr. Harshadrai P. Pandya	Member	Non - Executive & Independent Director
3	Mr. Chandrakant P. Patel	Member	Chairman & Managing Director

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 web link: http://www.icemakeindia.com/wp-content/uploads/2019/07/policy-on-remuneration-of-directors-key-managerial-personnel-and-senior-employees. pdf

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

Sr. No.	Name	Committee Position	Company Designation
1	Ms. Darsha R. Kikani	Chairman	Non - Executive & Independent Director
2	Mr. Krishnakant L. Patel	Member	Non - Executive & Independent Director
3	Mr. Harshadrai P. Pandya	Member	Non - Executive & Independent Director
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

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, 2024.

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 to its 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

Sr. No.	Name of the Director & Designation	Remuneration for the year 2023-24	% increase over last year	Parameters	Median of Employees	Ratio	Commission received from Holding/ Subsidiary
1	Mr. Chandrakant P. Patel, Chairman & Managing Director	42,00,000	55.55%	NA	11,50,000	27.38:1	NIL
2	Mr. Rajendra P. Patel, Joint Managing Director	42,00,000	55.55%	NA	11,50,000	27.38:1	NIL
3	Mr. Vipul I. Patel, Joint Managing Director	42,00,000	55.55%	NA	11,50,000	27.38:1	NIL

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:
Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Mr. Chandrakant P. Patel,	Chairman & Managing Director	55.55%
2.	Mr. Ankit P. Patel	Chief Financial Officer	19.23%
3.	Mr. Mandar B. Desai	Company Secretary & Compliance Officer	17.39%

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/ policies-disclosure/

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 '' 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/ policv-on-corporate-social-responsibilitv.pdf The Company has contributed '' 44.29 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, 2024 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. DIRECTORSâ 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, 2024, 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, 2024 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, 2024 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, 2024 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 765 (328 Company Employees and 437 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. ACKNOWLEDGMENT

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.

Mar 31, 2023

The Directors have pleasure in presenting the 14th Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2023.

1. FINANCIAL PERFORMANCE / HIGHLIGHTS

The Company''s financial performance for the year ended on March 31, 2023 is highlighted below:

(Rs. In Lakhs)
Particulars	Standalone Results
	Year Ended March 31, 2023	Year Ended March 31, 2022
Net Revenue From Operations	30,268.86	20,016.71
Add: Other Incomes	154.64	102.52
Total Income	30,423.50	20,119.23
Earnings before Interest, Depreciation, Tax & Amortization	3,285.99	1,546.38
Less: Depreciation and Amortization	(331.07)	(301.42)
Earnings before Interest & Tax	2,954.92	1,244.96
Less: Finance Cost	(114.56)	(156.80)
Profit Before Tax	2,840.36	1,088.16
Less: Provisions for Income Tax including Deferred Tax	(735.36)	(278.17)
Profit After Tax	2,105	809.99
Profit Carried to Balance Sheet	2,105	809.99
Total Reserves & Surplus	6,923.25	4,961.99

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANYStandalone

The Company''s total revenue stood at ^ 30,423.50 lakhs for the year ended March 31, 2023 as compared to ^ 20,119.23 in the previous year indicating 51.22% increase from that of March 31, 2022.

Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was ^ 3,285.99 lakhs as compared to ^ 1,546.38 lakhs in the previous year indicating 112.49% increase from that of March 31, 2022. This reflects a robust operational performance and sustainable growth of the Company. This year EPS stood at ^ 13.35.

Consolidated

The Company''s total revenue stood at ^ 31,332.58 lakhs for the year ended March 31, 2023 as compared to ^ 20,680.29 in the previous year indicating 51.50% increase from that of March 31, 2022.

Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was ^ 3,323.47 lakhs as compared to ^ 1,518.61 lakhs in the previous year indicating 118.85% increase from that of March 31, 2022.

Further, this year EPS stood at ^ 13.19.

3. DIVIDEND:

Considering the profit, growth and future prospects of the Company, the Directors have decided to recommend the Final Dividend of ^ 1.80 (18 % 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, 2023. The total amount of dividend recommended is ^ 2,84,03,523 (Two Crores Eighty Four Lakh Three Thousand Five Hundred and Twenty Three)

4. TRANSFER TO RESERVES

There has not transferred any Amount to General Reserve during the year 2022-2023.

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 Company viz. Bharat Refrigerations Private Limited is 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, form 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

Note that consolidated results does not include results of Icebest since there are no financial transactions for the reporting period between IMRL and Icebest.

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 is not having any Joint Venture or Associate Company.

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

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

The Auditors'' Report for the financial year ended on March 31, 2023 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. K. Jatin & Co., Practicing Company Secretary, Ahmedabad is enclosed herewith as Annexure - 3.

The same does not contain any qualification or adverse remark.

12. COST AUDITOR

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 paid up Equity Share Capital as at March 31, 2023 remained at 1577.97 lakhs. During the period under report, your Company has not issued any share including Sweat Equity, Convertible Debentures.

15. LISTING:

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 3,92,000 (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

Diluted EPS for the Consolidated Financial Statements for the Financial Year ended March 31, 2023 is ^ 13.19 and for Standalone Financial Statements for the Financial Year ended March 31, 2023 is ^ 13.35.

C. Details related to ESOP Schemes of the Company i. Description of ESOP Scheme that existed any time during the year :
Particulars	Ice Make ESOP 2018
Date of approval of shareholders	October 26,2018
Total number of options/units approved by the shareholders	392000
Vesting requirements	Period of Vesting	% of Options to be vested
	Upon expiry of 12 months from the date of Grant	30%
	Upon expiry of 24 months from the date of Grant	30%
	Upon expiry of 36 months from the date of Grant	40%
Exercise Price or pricing formula	^ 57/- per Option
Maximum term of options granted	Within 3 months from the date of vesting
Sources of shares (primary, secondary or combination)	Primary
Variation in terms of options	Nil
Other Terms	As per the Scheme and the Letter of Grant

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):
Particulars			Ice Make ESOP 2018
Number of options outstanding at the beginning of the period			109200
Number of options granted during the year			NIL
Number of options forfeited / lapsed during the year			30684
Number of options vested during the year			78516
Number of options exercised during the year			78516
Number of shares arising as a result of exercise of options			78516
Money realized by exercise of options (f), if scheme is implemented directly by the Company			44,75,412/-
Loan repaid by the Trust during the year from exercise price received			NIL
Number of options outstanding at the end of the year			NIL
Number of options exercisable at the end of the year			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
Particulars		ESOP 2018
Grant Date		March 15, 2019
No of options granted		156000
Weighted average price per option (In f)		Weight			Call Value	Weighted average price per option (In f)
		30%			22.51	675.3
		30%			26.80	804.0
		40%			30.06	1202.4
		100				2681.7
vi. Employee wise details (name of employee, desi price) of options granted to:		gnation, number of options granted during the year, exercise
Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	Name of Employee			Designation			Number of options granted during the year	Exercise Price
	Mr. Nikhil Bhatt			Vice President, (Strategy)			2113	57
	Mr. Ankit Patel			Chief Financial Officer			1400	57
	Mr. Mandar Desai			Company Secretary & Compliance Officer			1400	57
Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year;	None
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	None

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, 2023.

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 ^ 15,77,97,350/-divided into 15779735 Equity Shares of ^10/- each.

17. CREDIT RATINGS:

Ice Make has received Care BBB (Care Triple B Plus) from CRISIL in January 2018 which is maintained till date. The rating indicates stable and positive outlook of the Company.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL

Particulars of Executive Directors and KMP
SR NO	NAME	DESIGNATION	APPOINTMENT DATE OF CURRENT DESIGNATION
1	Mr. Chandrakant P. Patel	Chairman & Managing Director	September 05, 2017
2	Mr. Rajendra P. Patel	Joint Managing Director	September 05, 2017
3	Mr. Vipul I. Patel	Joint Managing Director	September 05, 2017
4	Mr. Ankit P. Patel	Chief Financial Officer	September 05, 2017
5	Mr. Mandar B. Desai	Company Secretary and Compliance Officer	March 02, 2019
Their brief profile forms part of the Management Profile section of this Annual Report. Non - Executive Independent Directors
SR NO	NAME	DESIGNATION		APPOINTMENT DATE
1	Ms. Darsha R. Kikani	Non-Executive Women Independent Director		September 05, 2017
2	Mr. Harshadrai P. Pandya	Non - Executive Independent Director		September 05, 2017
3	Mr. Krishnakant L. Patel	Non - Executive Independent Director		September 05, 2017

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

Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

A separate meeting of Independent Directors of the Company was held on February 11, 2023 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.

General:

One of your Directors viz. Mr. Rajendra P. Patel retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

Based on the recommendations of the Nomination and Remuneration Committee, the members are requested to approve re-appointment of Mr. Chandrakant P. Patel as Managing Director, Mr. Rajendra P. Patel and Mr. Vipul I. Patel as Joint Managing Directors of the Company for a period of 3 years from September 05, 2023 to September 04, 2026.

Brief profile of the Directors being appointed and reappointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings and the justification for reappointment of Mr. Rajendra Patel is provided in the notice for the forthcoming AGM of the Company

I. Evaluation of the Board''s Performance:

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:

19. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met seven times during the financial year ended on March 31, 2023. 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.

The Policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website at the following web link: http://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

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.

SR NO	Name	Committee Position	Company Designation
1	Ms. Darsha R. Kikani	Chairman	Non - Executive & Independent Director
2	Mr. Harshadrai P. Pandya	Member	Non - Executive & Independent Director
3	Mr. Chandrakant P. Patel	Member	Chairman & Managing Director

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 web link: http://www.icemakeindia.com/wp-content/ uploads/2019/07/policy-on-remuneration-of-directors-key-managerial-personnel-and-senior-employees.pdf

SR NO	Name	Committee Position	Company Designation
1	Ms. Darsha R. Kikani	Chairman	Non - Executive & Independent Director
2	Mr. Krishnakant L. Patel	Member	Non - Executive & Independent Director
3	Mr. Harshadrai P. Pandya	Member	Non - Executive & Independent Director

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

24. STAKEHOLDER RELATIONSHIP COMMITTEE

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, 2023.

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

Sr. No.	Name of the Director & Designation	Remuneration for the year 2022-23	% increase over last year	Parameters	Median of Employees	Ratio	Commission received from Holding/ Subsidiary
1	Mr. Chandrakant P. Patel, Chairman & Managing Director	27,00,000	NIL	NA	9,65,000	35.74:1	NIL
2	Mr. Rajendra P. Patel, Joint Managing Director	27,00,000	NIL	NA	9,65,000	35.74:1	NIL
3	Mr. Vipul I. Patel, Joint Managing Director	27,00,000	NIL	NA	9,65,000	35.74:1	NIL

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:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Mr. Chandrakant P. Patel,	Chairman & Managing Director	NIL
2.	Mr. Ankit Patel	CFO	24%
4	Mr. Mandar Desai	Company Secretary	25%

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

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/ policies-disclosure/

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.

35. CORPORATE SOCIAL RESPONSIBILITY

The Company has attracted criteria for Corporate Social Responsibility (CSR) by crossing net profit beyond ^ 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:http://www. icemakeindia.com/wp-content/uploads/2019/07/ policy-on-corporate-social responsibility.pdf The Company has contributed ^ 18.15 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, 2023 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, 2023, 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, 2023 and of the profit of the Company for the year ended on that date;

d. That the annual financial statements for the year ended March 31, 2023 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

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, 2023 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

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 number of Employees of the Company are 627 (300 Company Employees and 327 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

44. ENVIRONMENT AND SAFETY

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

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:

50. FINANCE

The Company is enjoying Working Capital facilities from Canara Bank, HDFC Bank. Apart from working capital facility, The Company has one term loan of ^ 1.46 Crores from Canara 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. ACKNOWLEDGMENT

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.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 9^th Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2018.

1. FINANCIAL PERFORMANCE / HIGHLIGHTS

The Companyâs financial performance for the year ended on March 31, 2018 is highlighted below:

(Rs. in Lakhs)

	Standalone Results
	Year Ended	Year Ended
	March 31,	March 31,
Particulars	2018	2017
Gross Revenue from Operations	12,073.36	9,682.08
Less: Central Excise Duty / GST	1,968.82	929.12
Net Revenue From Operations	10,104.54	8,752.96
Add: Other Incomes	63.30	35.32
Total Revenue	10,167.84	8,788.28
Earnings before Interest, Depreciation, Tax & Amortization	1,301.07	1,026.99
Less: Depreciation and Amortization	149.17	160.65
Earnings before Interest & Tax	1,151.90	866.34
Less: Finance Cost	178.13	126.49
Profit Before Tax	973.77	739.85
Less: Provisions for Income Tax including Deferred Tax	310.46	238.06
Profit After Tax	663.31	501.79
Profit Carried to Balance Sheet	663.31	501.79
Accumulated Balance of Profit	1,050.06	839.63

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY

Standalone

For the year ended March 31, 2018 the Companyâs total revenue stood at Rs.10,167.84 lakhs indicating 15.70% increase from that of March 31, 2017.

Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was increased from Rs.1,026.99 lakhs and reached to Rs.1,301.07 lakhs indicating increase of 26.69 %. This reflects a robust operational performance and ever increasing growth of the Company.

Further, EPS also increased from Rs.4.36 to Rs.5.18 registering the growth of 18.81 % even after increase in capital during the financial year.

Consolidated

For the year ended March 31, 2018 the Companyâs total revenue stood at Rs.10,326.24 lakhs which was increased from Rs.8823.57 lakhs in March 31, 2017 indicating 17.03 % increase.

Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was increased from Rs.1,031.30 lakhs and reached to Rs.1,319.63 lakhs indicating increase of 27.96 %. This reflects a well management and growth starting right after second Financial Year after the acquisition of our wholly owned subsidiary viz. Bharat Refrigerations Private Limited. Further, EPS also increased from Rs.4.34 to Rs.5.18 registering the growth of 19.35 % even after increase in capital during the financial year.

3. DIVIDEND:

Considering the profit, growth and future prospects of the Company, the Directors have decided to recommend the Final Dividend of Rs.1.00 (10 % on the face value of the share) per Equity Shares on 1,56,72,000 Equity Shares of the Company of Rs.10/- each for the financial year ended on March 31, 2018.

The total amount of dividend recommended is Rs. 1,56,72,000.

4. LISTING ON NSE EMERGE

During the financial year under report, the Company came out with an SME IPO and Companyâs equity shares were listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from December 8, 2017.

Initial and Annual Listing fees has been duly paid by the Company to the Exchange.

5. 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 Companyâs 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 Companyâs operations.

6. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

Bharat Refrigerations Private Limited is wholly owned subsidiary Company of Ice Make Refrigeration Limited. 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 - 6

The Company is not having any other Joint Venture or Associate Company.

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

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.

8. 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.

9. STATUTORY AUDITORS

M/s. Patel & Jesalpura (FRN: 120802W), Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company at the 5^th Annual General Meeting until conclusion of 10^th Annual General Meeting of the Company.

In accordance with the provisions of Section 139 of the Companies Act, 2013 & Rules framed there under, the Board recommends the members to ratify their appointment up to the conclusion of next Annual General Meeting by way of passing ordinary resolution.

The Auditorsâ Report (Standalone & Consolidated) for the financial year ended on March 31, 2018 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.

10. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. K. Jatin & Co., Practicing Company Secretaries, Ahmedabad as a 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, 2018. The Secretarial Audit Report given by M/s. K. Jatin & Co., Practicing Company Secretaries, Ahmedabad is enclosed herewith as Annexure - 4.

11. COST AUDITOR

12. SHARE CAPITAL

During the financial year under report, the Company came out with an Initial Public Offer of 41,60,000 Equity Shares of the Face Value of Rs.10 each at an issue price of Rs.57/- per share. Your Directors are pleased to inform that the Company attracted record high SME IPO subscription of over 261 times, worth over Rs.6100 crores against the issue size of Rs.23.712 crores.

The Companyâs Equity Shares are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from December 8, 2017.

Details of increase in the capital

( Rs.in Lakhs)

Sr. No.	Particulars	Equity Share Capital
1	Existing Share Capital at the beginning of the Financial Year (As on April 1, 2017)	71.95
2	Issue and Allotment of Shares consequent upon issue of Bonus Shares (June 29, 2017)	43.17
3	Issue and Allotment of Shares consequent upon Initial Public Offer (December 6, 2017) (Listed w.e.f. December 8, 2017)	41.60
	Total	156.72

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Executive Directors

During the Financial Year under Report Mr. Chandrakant P Patel was designated / appointed as Chairman & Managing Director and Mr. Rajendra P. Patel & Mr. Vipul I. Patel were designated / appointed as Joint Managing Directors of the Company with effect from September 5, 2017 for a period of 3 years.

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

Independent Directors

Further, the Company has appointed Ms. Darsha R. Kikani, Dr. Hasmukh B. Patel, Mr. Harshardrai P Pandya and Mr. Krishnakant L. Patel as Independent Directors with effect from September 5, 2017.

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).

A separate meeting of Independent Directors of the Company was held on February 10, 2018 in accordance with the provisions of Clause VII of the Schedule IV of the Companies Act, 2013.

Company Secretary & Compliance Officer

The Company has appointed Mr. Purvesh Pandit, as Company Secretary & Compliance Officer of the Company with effect from August 11, 2017.

Mr. Purvesh Pandit, aged 24 years, is Company Secretary & Compliance Officer of our Company. He heads secretarial and compliance departments of our Company. He is a qualified Company Secretary from the Institute of Company Secretaries of India. He also holds a degree in Master of Commerce and Bachelor of Law from Gujarat University. He has over 3 years of post-qualification experience in the fields of Secretarial Compliance, Legal Compliance, Corporate Governance and Corporate Restructuring with listed Companies.

Chief Financial Officer

The Company has appointed Mr. Ankit Patel, as Chief Financial Officer of the Company with effect from September 5, 2017.

Mr. Ankit Patel, aged 30 years, is Chief Financial Officer of our Company. He heads the accounts and financial reporting channels of our Company. He is a qualified Chartered Accountant from Institute of Chartered Accountant of India. He holds a degree in Bachelor of Commerce from Gujarat University. He has over 8 years of work experience in field of accounts, finance, taxation and audit.

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. Vipul I. 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.

In this connection, it is clarified that as per the Articles of Association of the Company, the Managing Directors and Whole Time Directors are not liable to retire by rotation unless otherwise decided by the Board. Since there are only 3 Non Independent Directors out of whom one is Chairman & Managing Director and other two are Joint Managing Directors, to comply with the provisions of Section 152(6) of the said Act, both the Joint Managing Directors who are otherwise Non Rotational Directors, have consented to be liable to retire by rotation and the Board has decided that Mr. Vipul I. Patel, would retire by rotation.

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 Boardâs 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 Boardâs Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholdersâ interest etc.

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 policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees can be accessed on website of the Company at following web link:

http://www.icemakeindia.com/pdf/policies/policy-on-remuneration-of-directors-key-managerial- personnel-and-senior-employees.pdf

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met 14 times during the financial year ended on March 31, 2018. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

15. RELATED PARTY TRANSACTION

All the related party transactions during the period under report were entered on armâs 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 Companyâs website at the following web link:

http://www.icemakeindia.com/pdf/policies/policy-on-related-party-transaction.pdf

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

The Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companyâs 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.

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/pdf/policies/whistle-blower-policy-and-vigil-mechanism.pdf

17. AUDIT COMMITTEE

The Board has constituted an Audit Committee which comprises of Dr. Hasmukh B. Patel 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.

18. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee which comprises of Ms. Darsha R. Kikani as a Chairperson and Dr. Hasmukh B. Patel & 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 Companyâs website at the web link:

http://www.icemakeindia.com/pdf/policies/policy-on-remuneration-of-directors-key-managerial-personnel-and-senior-employees.pdf

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

19. 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. Rajendra P Patel & Mr. Vipul I. Patel as members.

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

20. 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, 2018.

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/pdf/policies/policy-on-prevention-of-sexual-harassment-of-women-at-workplace.pdf

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

The Company did not grant / make any Loan / Investment and provide Guarantees in respect of loans availed by others, under the provisions of Section 186 of the Companies Act, 2013 and Rules framed there under during the financial year under report.

22. 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.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed analysis of the Companyâs performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.

24. CORPORATE GOVERNANCE

25. DISCLAIMER

Though, the applicability and adherence of provisions of regulations relating to Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 being not mandated under the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the listed entity which has listed its specified securities on the SME Exchange, the Board of Directors of your Company has still made sufficient efforts to comply with the provisions related to Corporate Governance and to disclose the relevant information in the Directorsâ Report, Corporate Governance Report and in the entire Annual Report, to the extent possible as a matter of prudence and good governance.

26. CODE OF CONDUCT

The Board has laid down a Code of Conduct (âCodeâ) for the Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Companyâs website at http:// www.icemakeindia.com/policies-disclosure.html. 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: http://www.icemakeindia.com/policies-disclosure.html

27. 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/pdf/policies/policy-on-risk-management.pdf

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

28. CORPORATE SOCIAL RESPONSIBILITY

The Company has attracted criteria for Corporate Social Responsibility (CSR) by crossing net profit beyond Rs. 5 crores (in the financial year ended on March 31, 2017) pursuant to the provisions of Section 135 of the Companies Act, 2013 including Rules framed there under.

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: http://www.icemakeindia.com/pdf/policies/policy-on-corporate-social-responsibility.pdf The Company has contributed Rs.5.88 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 etc.

The annual report on CSR during the financial year ended on March 31, 2018 in the format prescribed under Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 7 forming part of this report.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. That in the preparation of the annual financial statements for the year ended March 31, 2018, 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, 2018 and of the profit of the Company for the year ended on that date;

d. That the annual financial statements for the year ended March 31, 2018 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.

30. DISCLOSURE U/S 164(2) OF THE COMPANIES ACT, 2013

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

32. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in the Form MGT-9 is enclosed herewith as Annexure - 2.

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

The details as per Rule 5(1) & (2) of the aforesaid Rule are enclosed herewith as Annexure - 3.

34. CERTIFICATE ON CORPORATE GOVERNANCE

A Certificate from Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure - 5.

35. INSURANCE

The movable and immovable properties of the Company including plant and Machinery and stocks wherever 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.

36. ENVIRONMENT AND SAFETY

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

37. GRATUITY

38. DISCLOSURE OF ACCOUNTING TREATMENT

39. DEMATERIALISATION OF EQUITY SHARES

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

40. FINANCE

The Companyâs Income-tax Assessment has been completed up to the Assessment Year 2014-15 and Sales tax Assessment is completed up to the Financial Year 2012-2013

The Company is enjoying Working Capital facilities from Canara Bank. Apart from working capital facility, the Company is having 2 car loans and 1 equipment loan outstanding at the financial year ended on March 31, 2018. The Company is generally regular in payment of interest and principal.

41. 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.

By order of Board

For Ice Make Refrigeration Limited

Chandrakant P. Patel

Chairman & Managing Director

Place: Ahmedabad DIN: 02441116

Date: July 14, 2018

Mar 31, 2017

Dear Shareholders,

The Directors of your Company are pleased to present their 8^th Annual Report on Business Operations of the Company along with the Audited Accounts for the financial year ended on March 31, 2017.

1. FINANCIAL SUMMARY/HIGHLIGHT

Amount in Rs.

Particular	2016-17	2015-16
Revenue from operation	875,295,459	716,866,002
Other income	3,532.140	1,340,574
Total Revenue	878,827,599	718,206,576

Finance Cost	12,648,972	1.5,207,794
Depreciation and Amortization Expense	16,064,618	15,240,206
Profit Before Tax	73.985,355	40,7.71,631
Tax Expenses	2,38,06,206	1.41,47,841
Profit After Tax	50,179,149	26,123,790
Earning Per Equity Share (face Value of Rs. 10/- each) Basic & Diluted	6.97	3.63

2. REVIEW OF OPREATIONS

During the financial year under report, the Companyâs Total Revenue has been increased by 22 10%. During the financial year 2016-17, total revenue amounts to Rs. 875,295,459/- as compared to Rs. 716,866,002/- during the previous financial year. Profit before tax has also been increased from Rs. 40,271,631/- to Rs. 73,985,355/- which shows a drastic growth of 83.71%. Net Profit after la* and Earnings per share have also noted hike of 92.08% In compare to previous financial year.

3. FUTURE PROSPECTS

The Companyâs sales for the financial year under report have increased compared to the previous financial year In spite of the market sentiment and ups and downs in the industry, the Company managed the extra ordinary performance In the year under report and anticipates the growth to be continuing in nature

4. DIVIDEND & RESERVES

Looking to the future expansion plans of the business and to reduce the burden of external borrowings, your Directors want to plough back the funds of the Company into the business and prefer not to recommend any dividend on equity shares of the Company for the financial year ended on March 31. 2017

During the financial year under review, neither any amount was transferred nor the Board of Directors are now proposing transfer of any amounts to General Reserves or any other Reserves of the Company.

5. TRANSFER OF UNPAID / UNCLAIMED DIVIDEND

The Company does not have any amount of Unpaid / Unclaimed Dividend which is required to be transferred to the investors Education & Protection fund as required under provisions of the applicable laws.

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

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 well defined within the organization in compliance with the applicable provisions of the Act.

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

8. SHARE CAPITAL

During the financial year under report, Company has not increased Authorized Share Capital and no allotment of shares has been made by the Company. The Paid-Up Equity Share Capital as at March 31, 2017 stands at Rs. 71,950,000.

However after completion of the financial year the authorized capital of the company was increased from Rs. 7,50,00,000 to Rs. 17,50,00,000 considering its future plans for expansions.

Further, the Company also declared bonus in ratio of 3:5 on August 28, 2017 and consequently the Paid-Up Equity Share Capital of the Company increased to Rs. 11,51,20,000 after allotment of bonus shares on June 29, 2017.

During the financial year under report, the Company has not issued any Shares with Differential voting Rights nor has granted any Stock Options or Sweat Equity Shares. None of the Directors of the Company held any instruments convertible into Equity Shares of the Company as on March 31, 2017. Further, the Company didnât make any provision of money for purchase of its own Shares by employees or by trustees for the benefit of employee.

9. PUBLIC DEPOSITS

The details of the deposits covered under Chapter V of the Companies Act, 2013 are given below:

(a) Accepted during the year :NIL

(b) Remained unpaid or unclaimed as at the end of the year :NIL

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

(i) at the beginning of the year : NIL

(ii) maximum during the year : NIL

(iii) at the end of the year : NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Act :NIL

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajendra P. Patel is retiring by rotation & being eligible offers himself for re-appointment. His reappoin tment is recommended by the Board of Directors of your Company.

The Board of Directors of the Company have appointed Mr. Hasmukhbhai B. Patel, Ms. Darsha R. Kikani, Mr. Harshadrai Pandya and Mr. Krishnakant Patel as Independent Directors of the Company w.e.f. September 5, 2017. Further, Mr. Chandrakant P. Patel was designated / appointed as Chairman & Managing Director of the Company and Mr. Rajendra P. Patel and Mr. Vipul I. Patel were designated / appointed as Joint Managing Directors.

All the appointments / change in the designations as above were confirmed / regularized by the shareholders at the Extra Ordinary General Meeting of the Company.

The Company has appointed Mr. Purvesh Pandit, a Qualified Company Secretary as Company Secretary of the Company with effect from August 11, 2017, The Company appointed Mr, Ankit Patel, a qualified Chartered Accountant as Chief Financial Officer of the Company with effect from September 5, 2017.

11. Disclosure u/s 164(2) of the Companies Act, 2013 and MBP 1

The Company has received the disclosure in Form MBP 1 and Form DIR - 8 from its Directors being appointed or re-appointed 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.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

In view of the provisions of Section 173 of the Companies Act, 2013 the Board meets at a regular interval to discuss and decide on business strategies / policies and to review the financial as well as operational performance of the Company, in the financial year under report, the Board met 10 times on (i) April 1, 2016 (ii) June 30, 2016 (iii) July 1, 2016 (iv) July 8, 2016 (v) July 17, 2016 (vi) September 5, 2016 (vii) November 24, 2016 (viii) December 12, 2016 (ix) January 28, 2017 (x) March 31, 2017.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year under report, the Company has not granted any Loans, provided Guarantees and made Investment in contravention of provisions of Section 186 of the Companies Act, 2013.

14. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with Related Parties were in Ordinary Course of Business and on Armâs Length Price basis. During the financial year under report, there were no materially significant related party transactions made by the Company with Promoters or Directors which may have potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Notes to Financial Statements which sets out Related Party Disclosures.

15. PARTICULARS OF EMPLOYEES / DIRECTORS

There is no employee falling under the criteria of Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 for receipt of remuneration in excess of limits stated therein and thus the statement under the said Sub-rule is not required to be given.

16. STATUTORY AUDITORS

M/s. Patel & Jesalpura (FRN: 120802W), Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company at the 5ââ Annual General Meeting until conclusion of 10^th Annual General Meeting of the Members of the Company. In accordance with the provisions of Chapter X of the Companies Act, 2013 and Rules framed there under, the Board hereby recommends ratification of their appointment, in the ensuing Annual General Meeting by way of passing an Ordinary Resolution.

17. ACCOUNTS & AUDITORS OBSERVATION

Your Company prepares Its Financial Statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India The Financial Statements have been prepared on historical cost basis. The estimates and judgments relating to Financial Statements have been made on a prudent basis, so as to reflect In a true and fair manner the form and substance of transactions and to reasonably present the Companyâs State of Affairs, Profits and Cash Flows for the financial year ended March 31,2017.

For the financial year under report, there are no audit qualifications by the Statutory Auditors In the Financial Statements of the Company.

18. SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

During the year the Company have acquired 100% shares of Bharat Refrigeration Private Limited Accordingly, Bharat Refrigeration Private Limited became wholly owned subsidiary of Ice Make Refrigeration Limited. Bharat Refrigeration Private Limited, A Chennai based refrigeration Company, is engaged into similar business of refrigeration machinery, air conditioning, refrigeration equipment and to provide services for cold storage.

19. CORPORATE SOCIAL RESPONSIBILITY

During the financial year ended on March 31, 2017, the Company has attracted criteria for Corporate Social Responsibility (CSR) bv crossing net profit beyond Rs. 5 Crores, pursuant to the provisions of Section 135 of the Companies Act, 2013 Including Rules framed thereunder. The Company will take necessary steps to meet the requirements of the Companies Act, 2013 and the rules made thereunder Including but not limited to constitution of Committee therein and implementation of Policy on Corporate Social Responsibility.

20. STATUTORY COMPLIANCES

All Statutory Compliances prescribed under the Companies Act, 2013 have been complied with by the Company during the financial year under report.

21. INDUSTRIAL RELATION

During the financial year under report, harmonious relations were maintained with Clients, Government Department and Banks etc. by your Company.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors of your Company confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

{b) the Directors had 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 for the financial year ending on March 31, 2017 and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. 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 are given separately as Annexure - 1.

24. EXTRACT OF ANNUAL RETURN

As required under the provisions of Section 92 of the Companies Act. 2013, an Extract of Annual Return in Form MGT - 9. Is Included as an integral part of this report by way of Annexure - 2

25. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change In the nature of business of the Company during the financial year ended March 31, 2017

26. SEXUAL HARRASMENT OF WOMAN AT WORKPLACE

During the financial year ended on March 31, 2017, the Company did not receive any complaints pertaining to sexual harassment

27. CONVERSION OF THE COMPANY INTO PUBLIC LIMITED COMPANY

After closure of the financial year the Company was converted into public limited company with effect from August 29, 2017. Accordingly, the name of the Company was changed from Ice Make Refrigeration Private Limited to Ice Make Refrigeration Limited.

28. DETAILS OF SIGNIFICANT ORDERS PASSED BY THE REGULATORY AUTHORITY CONCERNING GOING CONCERN 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.

29. CAUTIONARY STATEMENT

Few statements in this Directorsâ Report and in the entire Annual Report describing the Companyâs objectives, projections, estimates, expectations or predication may be âForward-Looking Statementsâ within the meaning of applicable Laws and Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations Include raw material availability and its prices, cyclical demand and pricing in the Companyâs Principal Markets, changes in Government regulations, Tax Regimes, Economics Developments within & outside India and other ancillary factors. The Company docs not undertake to update these statements.

30. ACKNOWLEDGEMENTS

The Board wishes to place on record its gratitude for the co operation & assistance extended by the various Bankers, Financial Institutions, Departments of the Union and State Governments and Various Trade Associations.

We would be failing In our duty if the active participation of all our stakeholders Is not appreciated We express our gratitude to all the stakeholders for their wholehearted co operation & support at all time. We, on behalf of Company assure the Stakeholders that the Company will make every effort to meet their aspirations.

For & on behalf of Board of Directors,

Chandrakant P. Patel

Place: Ahmedabad Chairman & Managing Director

Date: September 5, 2017 DIN: 02441116

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