Directors Report of Icon Facilitators Ltd.

Mar 31, 2025

Your Directors are pleased to present the 12^th (Twelfth) Annual Report on the business and
operations of Icon Facilitators Limited (“the Company”) together with the Audited Financial
Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY

A summary of the Company''s Financial Results for the Financial Year ended March 31, 2025 is as
under:

Particulars	(Rs. in lakhs)
	Standalone
	F.Y 2024-2025	F.Y 2023-2024
Gross Revenue	5,806.55	4,984.81
Profit before tax (after Exceptional Item)	602.67	327.33
Tax Expenses (Including Deferred Tax)	155.63	30.91
Minority Interest and Share in Profit of Associates	-	-
Profit after Tax	447.03	295.51

2. STATE OF AFFAIRS OF THE COMPANY/BUSINESS PERFORMANCE

Icon Facilitators Limited (“the Company”) is a leading facilities management and technical services
provider headquartered in New Delhi. Established in 2002, the Company has consistently grown its
operations, evolving into a multi-state operator with presence across Delhi, Haryana, Uttar Pradesh,
Punjab, Himachal Pradesh, Rajasthan, and Maharashtra, and extending services to Bangalore.

The Company specializes in Integrated Facilities Management (IFM) and Technical Services, with a
self-delivery model that enables strong control over service quality and compliance. Its operating
scale includes:

• 140 sites under management

• 200 million sq. ft. of area managed

• 2,000 in-house technical manpower

• Long-standing client relationships, with over 40% of clients engaged for more than 5 years

The Company''s mission is to emerge as a foremost player in electromechanical services within the
IFM industry, targeting turnover in excess of ^150 crore, built on values of excellence, reliability,
accountability, agility, integrity, social responsibility, and a people-centric culture.

The Company provides comprehensive services including:

1. Mechanical, Electrical & Plumbing (MEP) Services

2. Cleaning & Housekeeping Services

3. Repair & Maintenance Services

4. Soft & Integrated Facilities Management (IFM) Services
BUSINESS PERFORMANCE

IPO & Listing: Successfully completed a BSE SME IPO in June 2025, raising Rs. 19.11 crore, with
listing on July 1, 2025

During the year under review, your company''s gross revenue was Rs. 5806.55 Lakhs as compared
to Rs. 4984.81 Lakhs in the previous financial year. Further, for the Financial Year ended March 31,
2025, the Company has incurred a Profit/(Loss) Before Tax (PBT) of Rs. 602.67 Lakhs as compared
to profit of Rs. 327.33 Lakhs in the previous financial year and incurred Profit/(Loss) After Tax
(PAT) of Rs. 447.03 Lakhs as compared to profit of Rs. 295.51 Lakhs in the previous financial year.

The Company continues to remain debt-free.

The Company has successfully raised Rs. 19.11 crores vid Initial Public Offer (IPO) and listed on
BSE SME Platform on July 1, 2025.

3. CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review, there was no change in the nature of business of the Company.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE
REPORT

The shares of the company have been listed on SME Platform of BSE Limited w.e.f. 01.07.2025.
Other than that, there are no commitments, effecting the financial position of the Company
happening between the end of the Financial Year of the Company and date of this Report.

5. DIVIDEND AND RESERVES

In view of the Company''s financial performance during the year and considering future business
prospects, the Board of Directors has not recommended any dividend for the financial year 2024¬
25.

Further, no amount has been transferred to the general reserves during the year under review.

6. PUBLIC DEPOSITS

During FY 2025, the Company has not accepted any deposits from the public in terms of the
provisions of Section 73 of the Act. Further, no amount on account of principal or interest on
deposits from the public was outstanding as on March 31, 2025.

7. SHARE CAPITAL AND CHANGE IN SHARE CAPITAL
Authorised Share Capital:

The Authorized Share Capital of the Company as on March 31, 2025 was Rs. 10,00,00,000 (Rupees
Ten Crores).

Paid-up Share Capital:

The paid-up share capital of the company has been increased due to the following:

S. No.	Particulars	Equity shares allotted
1.	Bonus Issue	55,00,000 Equity shares
2.	Private Placement	2,49,600 Equity shares
3.	Initial Public Offer	21,00,000 Equity Shares
Total		78,59,600 Equity Shares

The Issued, Subscribed, and Paid-up Share Capital of the Company as on the date was
Rs. 7,85,96,000/- (Rupees Seven Crores Eighty-Five Lakhs Ninety-Six Thousand only), comprising
78,59,600 (Seventy-Eight Lakhs Fifty-Nine Thousand Six Hundred) equity shares of Rs. 10/- each.

The Company successfully completed its IPO by offering 21,00,000 equity shares to the public by
way of Fresh Issue and the same has been fully subscribed by the Company and listed its equity
shares on the BSE SME Platform on July 01, 2025.

Listing of Equity Shares

During the year under review, the Company successfully came out with its Initial Public Offering
(IPO) through a fresh issue of equity shares, aggregating to a total issue size of Rs. 19.11 crore, at a
Book Build. The equity shares of the Company were listed on the SME Platform of BSE Limited on
July 01, 2025 under the scrip code 544426. The proceeds from the Fresh Issue are being utilized in
line with the stated objects in the IPO Prospectus.

8. DEMATERIALISATION OF EQUITY SHARES AND ISIN ASSIGNMENT

During the year, the Company successfully obtained its International Securities Identification
Number (ISIN) and completed the process of dematerialization of its equity shares. All shareholders
have converted their physical shares into electronic form (demat), enhancing the ease of trading
and transferability of shares. This step aligns with the Company''s commitment to adopting modern
and efficient practices for shareholder convenience and compliance with regulatory requirements.

The International Securities Identification Number (ISIN) for Equity Shares of the Company is
INE0Y0E01012. As on March 31, 2025, 100% of securities are in dematerialized form.

9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2025, the Company has no subsidiary, Joint Venture Company and Associate
Company.

Further, Icon International Private Limited ceased to be the subsidiary of the Company during FY
2025.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

Icon Facilitators Limited has an appropriate mix of directors on its Board. As on March 31, 2025,
the Board consisted of (3) Executive Director and three (3) Non-Executive Independent Directors.

Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in
various areas.

Directors of Icon Facilitators Limited as on March 31, 2025:

S. No.	Name of Director	Designation
1	Mr. Dinesh Makhija	Chairperson and Managing Director
2	Mr. Kapil Khera	Whole Time Director
3	Ms. Pooja Makhija	Executive Director
4.	Ms. Priyanka Puri Dhingra	Independent Director
5.	Mr. Amit Katyal	Independent Director
6.	Mr. Chandan Bellaney	Independent Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s
Articles of Association, Ms. Pooja Makhija (DIN: 06629580), Director of the Company liable to
retires by rotation at the forthcoming 12^th Annual General Meeting and, being eligible, offers herself
for re-appointment. The Board recommends her re-appointment for the consideration of the
Members of the Company at the ensuing 12^th Annual General Meeting.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules
made thereunder, the following persons were designated as the Key Managerial Personnel (KMP) of
the Company as on March 31, 2025:

S. No.	Name of Key Managerial Personnel	Designation
1	Mr. Dinesh Makhija	Managing Director
2	Mr. Kapil Khera	Whole Time Director
3	Mr. Tarun Sharma	Chief Financial Officer
4	Ms. Mamzuza Malia	Company Secretary and Compliance officer

During FY 2025, there were following changes in the Board & KMP composition:

• The designation of Mr. Dinesh Makhija (DIN: 06629656) was changed from Director to
Managing Director with effect from April 01, 2024.

• Mr. Amit Katyal (DIN: 03601279) was appointed as an Additional Director (Non- Executive
& Independent) at the Board Meeting held on April 26, 2024. Subsequently, he was
regularized as a Director (Non-Executive & Independent Director) at the Extra Ordinary
General Meeting held on September 16, 2024.

• Ms. Priyanka Puri Dhingra (DIN: 10594957) was appointed as an Additional Director (Non¬
Executive, Independent) at the Board Meeting held on April 26, 2024. Subsequently, she
was regularized as a Director (Non-Executive, Independent Director) at the Extra Ordinary
General Meeting held on September 16, 2024.

• Mr. Chandan Bellany (DIN: 10595349) was appointed as an Additional Director (Non¬
Executive & Independent) at the Board Meeting held on April 26, 2024. Subsequently, he
was regularized as a Director (Non-Executive & Independent Director) at the Extra
Ordinary General Meeting held on September 16, 2024.

• Mr. Kapil Kehra (DIN: 07679174) was changed from Director to Whole-Time Director,
effective April 01, 2024, on terms approved by the Board in accordance with the Companies
Act, 2013 and was appointed as Chief Financial Officer with effect from April 26, 2024.

Mr. Kapil Khera has stepped down from the position of the CFO w.e.f. January 28, 2025.

• Ms. Mamzuza Malia (ICSI Membership No. A74010) has been appointed as a Whole Time
Company Secretary and Compliance Officer with effective from August 12, 2024.

However, she has resigned from the position of Company Secretary and Compliance Officer
with effect from August 20, 2025.

Based on the recommendation of Nomination and Remuneration Committee, Ms. Pooja
(ICSI Membership No. A77704) has been appointed as the Company Secretary &
Compliance Officer of the Company with effect from September 01, 2025.

• The Board appointed Mr. Tarun Sharma (ICAI Membership No.:426523) as Chief Financial
Officer (CFO) effective January 28, 2025, on the terms and conditions approved by the
Board.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company under
section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence
as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”). Further, they
have included their names in the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may affect their
status as Independent Directors of the Company and the Board is satisfied with the integrity,
expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable
rules thereunder) of all Independent Directors on the Board including those appointed during the
Financial Year.

12. APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria of
appointment of Directors and to identify candidates for appointment to the Board of Directors. In
evaluating the suitability of a person for appointment/re-appointment as a Director, the Committee
takes into account the eligibility, qualification, skills, expertise, track record, integrity of the
appointee. The Committee also assesses the independence of directors at the time of their
appointment/re-appointment as per the criteria prescribed under the provisions of the Act, the
rules made thereunder and the SEBI LODR Regulations.

The Company has “Nomination and Remuneration Policy” in place for remuneration of Directors
(Executive and Non-Executive), Key Managerial Personnel, Senior Managerial Personnel and other
employees in line with the requirement of the Act, SEBI LODR Regulations.

The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the
Company and can be accessed through the link https: //www. iconf. in/p olicy.php.

13. ANNUAL BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 (the Act), read with the
applicable provisions of Section 149(8) and Schedule IV of the Act, the Board has carried out the
annual evaluation of its own performance, the performance of its Committees and of individual
Directors. Nomination and Remuneration Committee of the Company has formulated/specified the
manner of annual board evaluation vide “Nomination and Remuneration Policy”. The evaluation
was conducted based on a structured questionnaire covering various aspects of the Board''s
functioning, such as adequacy of the composition of the Board and its Committees, execution and
performance of specific duties, obligations and governance, contribution towards corporate
strategy, safeguarding stakeholders'' interests and enhancing shareholders'' value.

The performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Directors. The Nomination and
Remuneration Committee has also carried out evaluation of the performance of every Director. The
Directors expressed their satisfaction with the evaluation process and the results thereof.

The Board of Directors expressed their satisfaction with the Policy and Annual Performance
Evaluation process and evaluation results.

14. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the financial year ended March 31, 2025, eighteen (18) meetings of the Board of Directors
were convened and held. The details regarding the number of Board meetings held during the
financial year 2024-25 is mentioned below:

S. No	Date of Board Meeting
1.	April 01, 2024
2.	April 26, 2024
3.	June 05, 2024
4.	June 17, 2024
5.	July 31, 2024
6.	August 05, 2024
7.	August 12, 2024
8.	September 10, 2024
9.	September 10, 2024
10.	September 20, 2024
11.	September 25, 2024
12.	September 30, 2024
13.	December 12, 2024

14.	December 27, 2024
15.	January 08, 2025
16.	January 28, 2025
17.	February 13, 2025
18.	March 08, 2025

The Company has complied with the applicable provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations") and the relevant Secretarial Standards issued by the Institute of Company Secretaries
of India (ICSI).

In accordance with statutory and regulatory requirements, the Board has constituted the following
Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

AUDIT COMMITTEE

The composition of the Audit Committee:-

Name	Nature of Directorship	Status
Mr. Amit Katyal	Independent Director	Chairperson
Ms. Priyanka Puri Dhingra	Independent Director	Member
Mr. Dinesh Makhija	Managing Director	Member

During the period under review, the Audit Committee of the Company met three (3) times in
compliance with the provisions of Section 177 of the Companies Act, 2013, read with Rules 6
and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are
applicable to the Company.

S. No.	Date of Audit Committee Meeting
01	September 18, 2024
02	December 20, 2024
03	January 27, 2025

NOMINATION & REMUNERATION COMMITTEE

The composition of the Nomination & Remuneration Committee:-

Name	Nature of Directorship	Status
Mr. Chandan Bellany	Independent Director	Chairperson
Mr. Amit Katyal	Independent Director	Member
Ms. Priyanka Puri Dhingra	Independent Director	Member

During the period under review, the Nomination & Remuneration Committee of the Company met
one (1) time in compliance with the provisions of Section 178 of the Companies Act, 2013, read
with Rules 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are
applicable to the Company.

S. No.	Date of Nomination & Remuneration Committee Meeting
01	February 20, 2025

STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of the Stakeholder Relationship Committee:-

Name	Nature of Directorship	Status
Ms. Priyanka Puri Dhingra	Independent Director	Chairperson
Mr. Kapil Khera	Whole Time Director	Member
Mr. Chandan Bellany	Independent Director	Member

During the period under review, the Stakeholder Relationship Committee of the Company met one
(1) time in compliance with the provisions of Section 178 of the Companies Act, 2013, read with
Rules 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are
applicable to the Company.

S. No.	Date of Stakeholder Relationship Committee Meeting
01	March 05, 2025

15. POLICIES

In Pursuance to the Companies Act, 2013 and the listing regulations, the following policies have
been framed and disclosed on the Company''s Website www.iconf.in.

1. Code of Conduct of Directors and Senior Managerial Personnel

2. Code Of Conduct To Regulate Trading By Insiders

3. Code Fo Practices And Procedures For Fair Disclosure Of Unpublished Price Sensitive
Information (“UPSI”)

4. Criteria of making payments to Non-Executive Directors

5. Dividend Distribution Policy

6. Foreign Exchange Risk Management Policy

7. Nomination And Remuneration Policy

8. Preservation And Archival Of Documents Of The Company

9. Policy For Determination Of Materiality Of Events Or Transaction Or Information

10. Familiarization programme for Independent Directors

11. Policy on identification of group companies, Material Creditors And Material Litigations

12. Policy on prevention of sexual harassment at workplace

13. Policy On Dealing with related party transaction

14. Risk assessment and management policy

15. Terms and conditions for appointment of independent Directors

16. Vigil Mechanism Policy

17. Policy on Preservation of Documents

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s
length basis and were in the ordinary course of business. There are no materially significant related
party transactions entered by the Company with related parties which may have a potential conflict
with the interest of the Company. During the FY 2025 no material related party transactions were
entered by the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the
Related Party Transactions Policy of the Company as approved by the Board. The policy is also
uploaded on the website of the Company and can be accessed through the link
https://www.iconf.in/assets/document/related-party-transaction-policy.pdf.

The details of transaction entered with related party i.e. AOC-2 during the Financial Year are
enclosed in Annexue-1.

17. AUDITORS

i) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder,
M/s Singhal Gupta & Co. LLP, Chartered Accountants (Firm Regn. No.004933C) were appointed as
Statutory Auditors of the Company at the Annual General Meeting held on September 30, 2024.
They shall hold such office from the conclusion of 11^th Annual General Meeting till the conclusion of
16^th Annual General Meeting.

The Company has received a certificate from M/s Singhal Gupta & Co. LLP confirming that they
meet the eligibility criteria prescribed under Section 141 of the Companies Act, 2013.

The Auditor''s Report on the financial statements of the Company for the financial year ended March
31, 2025, forms part of this Annual Report. The report does not contain any qualification,

reservation, or adverse remark, and therefore, no explanation by the Board is required in this
regard.

ii) Secretarial Auditor

The requirement of the appointment of Secretarial Auditor was not applicable on the Company for
the FY 2024-2025.

However, pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations
read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board at its meeting held on September 01, 2025, based on the
recommendation of the Audit Committee and subject to approval of the Members at the 12^th AGM,
approved the appointment of M/s Raghav Bansal & Associates, Practicing Company Secretaries
(COP: 14869) as the Secretarial Auditor of your Company for the term of five (5) consecutive FY i.e.
from 2025-26 to 2029-30.

iii) Internal Auditor

The requirement of the appointment of Internal Auditor was not applicable on the Company for the
FY 2024-2025.

However, the Board of Directors, at its meeting held on September 01, 2025 has appointed M/s R P
S G & Co, Practicing Chartered Accountants (Firm Registration No.: 036209C), as Internal Auditor of
the Company for the FY 2025-2026.

18. DIRECTOR''S RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial
disclosures and financial statements have been made to give a true and fair view of Company. As
required under Section 134(5) and Section 134(3)(c), and based upon the detailed representation,
due diligence and inquiry thereof and your Board of Directors assures and confirm as under:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at the end of the Financial Year 2024-25 and of the
profit and loss of the Company for that period.

c. The Directors have taken proper and sufficient care 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. The annual accounts for the financial year ended March 31, 2025 have been prepared on a
going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and
such internal financial control 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 such systems are adequate and operating effectively.

19. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has established an effective system of internal financial controls and risk-mitigation,
which are continuously reviewed, assessed, and strengthened through revised Standard Operating
Procedures. The internal control framework of the Company is commensurate with its size, scale,
and complexity of operations, ensuring orderly and efficient conduct of business, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial information.

The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the
internal control systems and provides guidance for their continuous improvement. The Company
also has a robust Management Information System (MIS) which acts as an integral part of its
control and monitoring mechanism.

The Board of Director of the Company has appointed Internal Auditor w.e.f. September 01, 2025 to
conduct the internal audit of the Company. The findings, if any, of the Internal Audit along with
corrective actions taken by the management will be placed before the Audit Committee at regular
intervals.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the provisions relating to Corporate Social
Responsibility were not applicable to your Company for the Financial Year 2024-25, as the
prescribed thresholds with respect to net worth, turnover and net profit were not met. Accordingly,
no CSR Committee was required to be constituted and no amount was required to be spent during
the year under review.

21. LISTING OF SHARES

The Company''s Equity Shares are presently listed at SME platform of BSE Ltd, Mumbai. The Annual
Listing Fees has been paid to BSE Limited.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review detailing economic
scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is presented in a separate section as
Annexure - 2 and forms an integral part of this Report.

23. RISK MANAGEMENT FRAMEWORK

Your Company has in place a comprehensive Risk Management Framework supported by strong
internal control systems. The framework, comprising policies and procedures formulated at the
management level, is strictly implemented and monitored across all levels of the organization. It
defines the Company''s risk management approach at the enterprise, functional, and operational
levels, embedding risk management practices into all critical business activities and processes.

The framework facilitates identification, assessment, and monitoring of key risks and ensures
timely mitigation through well-defined control measures and action plans. Risks are periodically
reviewed to assess any changes in their nature, scope, or potential impact since the last evaluation.

The Board of Director of the Company has appointed Internal Auditor w.e.f. September 01, 2025.
The Internal Audit function will play an integral role in the risk management process by carrying
out periodic audits of divisions and functions. The audit findings and risk reports, if any, will be
placed before the Audit Committee and the Board of Directors for review, enabling oversight on the
adequacy and effectiveness of the framework.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO

Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the
Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

I. The steps taken or impact on conservation of energy:

Conservation of energy is of utmost significance to the company. Every effort is made to
ensure optimum use of energy by using energy-efficient computers, processes and other
office equipment and construction machinery. Constant efforts are made through
regular/preventive maintenance and upkeep of existing electrical equipment to minimize
breakdowns and loss of energy.

II. The steps taken by the company for utilizing alternate sources of energy: Nil

III. The capital investment on energy conservation equipment: Nil

B. T echnology Absorption-

i. Efforts in brief made towards technology absorption :

As technologies change rapidly, your Company recognizes the need to invest in new
emerging technologies to leverage them for improving productivity, quality and reach to
new customers. It is essential to have a technology infrastructure that is at par with the best
in the world. Your Company thus follows a practice of upgrading computing equipment on
an ongoing basis.

ii. Benefits derived like product improvement, cost reduction, product development or import
substitution: NIL

iii. In case of imported technology (imported during the last three financial year reckoned from
the beginning of the financial year)

(a) Technology Imported: NIL

(b) Year of Import: NIL

(c) Whether the technology has fully been absorbed: NIL

(d) If not fully absorbed, area where absorption has not taken place and reason thereof: NIL

iv. Expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings And Outgo - Not Applicable

25. OTHER STATUTORY DISCLOSURES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact
the going concern status of the Company and its operations in future except to the extent
mentioned in this Report.

DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, the statutory auditors of the Company has not disclosed any instance
of fraud committed against the Company by its officers or employees required to be disclosed in
terms of Section 143(12) of the Act.

STOCK OPTIONS SCHEME

The Company does not have any Scheme of Stock Option for its employees and directors etc.
ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the
Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule
11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the
Company and is accessible at the web-link: https://www.iconf.in/annual-return.php.

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the
Companies Act, 2013, the particulars of loans, guarantees or investments made by the Company
under the aforesaid provisions during the Financial Year 2024-25 have been provided in the Notes
to the Financial Statements for the Financial Year ended March 31, 2025.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2018.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The same has also been displayed on the website of
the Company and the link for the same is https://www.iconf.in/assets/document/vigil-mechanism-
policy.pdf .

During the year under review, no complaint pertaining to the Company was received under the
Whistle Blower Policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention of Sexual Harassment at the Workplace, in
accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

An Internal Complaints Committee (ICC) has been constituted to consider and resolve complaints
related to sexual harassment, as mandated by the said Act. The policy is applicable to all employees
of the Company, including permanent, contractual, temporary, and trainees.

During the financial year under review, no complaint pertaining to sexual harassment was received
by the Internal Complaints Committee.

MATERNITY BENEFIT COMPLIANCE STATEMENT

The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act,
1961, including maternity leave as applicable and protection against termination on account of
maternity leave.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-3 to this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (“LODR Regulations”), the requirements under Regulations 17 to 27, which pertain to
Corporate Governance, are not applicable to the Company. Accordingly, the report on Corporate
Governance does not form part of this Report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the requirement for submitting the Business Responsibility and Sustainability
Report (BRSR) is not applicable to the Company.

SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial
Standards notified by the Institute of Company Secretaries of India.

APPLICATION/PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no such proceeding pending against the Company under Insolvency and Bankruptcy Code,

2016 during the Financial Year ended March 31, 2025.

DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the banks/financial institutions during
the year under review.

26. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments, Organizations and
Agencies for the continued help and co-operation extended by them. The Directors also gratefully
acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks
and other business partners for the excellent support received from them during the year. The
Directors place on record their sincere appreciation to all employees of the Company for their
unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD
ICON FACILITATORS LIMITED

Sd/- Sd/-

Dinesh Makhija Pooja Makhija

Managing Director Whole Time Director

DIN:06629656 DIN: 06629580

Date: 01.09.2025
Place: New Delhi